brookfield, wisconsin 53045 - sec.gov · 255 fiserv drive brookfield, wisconsin 53045 april 11,...

255 Fiserv DriveBrookfield, Wisconsin 53045April 11, 2017

You are cordially invited to attend the annual meeting of shareholders of Fiserv, Inc. to beheld at our office in Brookfield, Wisconsin on Wednesday, May 24, 2017 at 10:00 a.m.(CT). Information about the meeting and the matters on which shareholders will act is setforth in the accompanying Notice of 2017 Annual Meeting of Shareholders and ProxyStatement. You can find financial and other information about Fiserv in our Form 10-K forthe fiscal year ended December 31, 2016. We welcome your comments or inquiries aboutour business that would be of general interest to shareholders during the meeting.

We urge you to be represented at the annual meeting, regardless of the number of sharesyou own or whether you are able to attend the annual meeting in person, by voting as soonas possible. Shareholders can vote their shares via the Internet, by telephone or by mailinga completed and signed proxy card (or voting instruction form if you hold your sharesthrough a broker).

Sincerely,

Jeffery W. Yabuki

President and Chief Executive Officer

2017 Proxy Statement

Notice of 2017 Annual Meeting of Shareholders

Time and Date:Wednesday, May 24, 2017 at 10:00 a.m. (CT)

Place:Fiserv, 255 Fiserv Drive, Brookfield, Wisconsin 53045

Matters To Be Voted On:1. Election of nine directors to serve for a one-year term and until their successors are

elected and qualified.

2. Approval, on an advisory basis, of the compensation of our named executive officers.

3. Approval, on an advisory basis, of the frequency of the shareholder advisory vote onthe compensation of our named executive officers.

4. Ratification of appointment of Deloitte & Touche LLP as our independent registeredpublic accounting firm for 2017.

5. Shareholder proposal seeking an amendment to our proxy access by-law, if properlypresented.

Any other business as may properly come before the annual meeting or anyadjournments or postponements thereof.

Who Can Vote:Holders of Fiserv stock at the close of business on March 27, 2017.

Date of Mailing:On April 11, 2017, we will commence mailing the notice of Internet availability of proxymaterials, or a proxy statement, proxy card and annual report, to shareholders.

By Order of the Board of Directors,

Lynn S. McCreary

SecretaryApril 11, 2017

Important notice regarding the availability of proxy materials for the shareholder meeting to be held

on May 24, 2017: The proxy statement, 2016 Annual Report on Form 10-K and the means to vote by

Internet are available at http://www.proxyvote.com.


Proxy Statement Table of Contents

Proxy Statement Summary ..............................................................................................................................01

Proxy and Voting Information ...........................................................................................................................06

Security Ownership of Certain Beneficial Owners and Management ..............................................................09

Proposal 1. Election of Directors .....................................................................................................................11Our Board of Directors ..............................................................................................................11Majority Voting..........................................................................................................................11Nominees for Election...............................................................................................................12Corporate Governance ..............................................................................................................17Director Compensation .............................................................................................................23

Proposal 2. Advisory Vote to Approve Executive Compensation .....................................................................27Compensation Discussion and Analysis....................................................................................29Compensation Committee Report ............................................................................................43Compensation Committee Interlocks and Insider Participation.................................................43Executive Compensation ..........................................................................................................44

Summary Compensation Table ........................................................................................44Grants of Plan-Based Awards in 2016..............................................................................46Outstanding Equity Awards at December 31, 2016 .........................................................47Option Exercises and Stock Vested During 2016.............................................................49Non-Qualified Deferred Compensation in 2016................................................................50Potential Payments Upon Termination or Change in Control ...........................................51

Section 16(a) Beneficial Ownership Reporting Compliance ......................................................60

Proposal 3. Advisory Vote on Frequency of Shareholder Advisory Vote on Executive Compensation .............61

Proposal 4. Ratification of the Appointment of Independent Registered Public Accounting Firm....................62Independent Registered Public Accounting Firm and Fees.......................................................63Audit Committee Pre-Approval Policy .......................................................................................63Audit Committee Report ...........................................................................................................63

Proposal 5. Shareholder Proposal.....................................................................................................................64Fiserv’s Statement in Opposition..............................................................................................65

Other Matters ..................................................................................................................................................66Shareholder Proposals for the 2018 Annual Meeting................................................................66Proxy Statement and Annual Report Delivery ...........................................................................66

Appendix A – Non-GAAP Financial Measures ..................................................................................................67


Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does notcontain all of the information you should consider, and you should read the entire proxy statement carefullybefore voting.

Annual Meeting

Time and Date: Wednesday, May 24, 2017 at 10:00 a.m. (CT)

Place: Fiserv255 Fiserv DriveBrookfield, Wisconsin 53045

Record Date: March 27, 2017

Voting: Shareholders as of the record date are entitled to vote by Internet at www.proxyvote.com;telephone at 1-800-690-6903; completing and returning their proxy card or voter instructioncard; or in person at the annual meeting (shareholders who hold shares through a bank,broker or other nominee must obtain a legal proxy from their bank, broker or othernominee granting the right to vote).

Proxy Statement

This proxy statement is furnished in connection with the solicitation on behalf of the board of directors ofFiserv, Inc., a Wisconsin corporation, of proxies for use at our 2017 annual meeting of shareholders. Thisproxy statement is being made available to our shareholders entitled to vote at the annual meeting on orabout April 11, 2017.

Purposes of Annual Meeting

Agenda Item

Board Vote

Recommendation

Page Reference

for More Detail

1. Election of Directors

The board of directors has nominated nine individuals for election asdirectors. All nominees are currently serving as directors and all, exceptMr. Yabuki, our president and chief executive officer, are independent.We believe that each nominee for director has the requisite experience,integrity and sound business judgment to serve as a director.

FOR eachDirector Nominee

11

2. Advisory Vote on Named Executive Officer Compensation

The board of directors is asking shareholders to approve, on an advisorybasis, the compensation of our named executive officers as disclosedin this proxy statement. Our compensation program for namedexecutive officers is designed to create long-term shareholder value byrewarding performance as described in the Compensation Discussionand Analysis section of this proxy statement.

FOR 27

01 2017 Proxy Statement

Agenda Item

Board Vote

Recommendation

Page Reference

for More Detail

3. Advisory Vote on Frequency of Shareholder Advisory Vote on

Named Executive Officer Compensation

The board of directors is asking shareholders to approve, on an advisorybasis, the frequency of holding a shareholder advisory vote on thecompensation of our named executive officers in accordance withSection 14A of the Exchange Act. Shareholders may vote on whetherthey prefer to hold the advisory vote on the compensation of ournamed executive officers every one, two or three years.

1 YEAR 61

4. Ratification of Appointment of Deloitte & Touche LLP as our

Independent Registered Public Accounting Firm

As a matter of good corporate governance, the audit committee of theboard of directors is seeking ratification of its appointment of Deloitte &Touche LLP as our independent registered public accounting firm for2017.

FOR 62

5. Shareholder Proposal Seeking an Amendment to our Proxy Access

By-law (if properly presented)In 2016, we implemented proxy access for director nominations by ourshareholders on terms consistent with market practices. Under ourproxy access by-law, any shareholder or group of up to 20 shareholdersthat beneficially owns at least 3% of our outstanding common stockcontinuously for 3 years may nominate up to the greater of twoindividuals or 20% of the board for election to the board and requiresus to include such nominees in our proxy materials. Accordingly, webelieve no further action is needed and that the change to proxy accessthat the shareholder proposal seeks is not in the best interests of ourcompany or shareholders.

AGAINST 64

Executing on Our Strategy

We delivered solid results in 2016 highlighted by GAAP revenue growth of 5% and internal revenue growthof 4% compared to 2015 as well as GAAP earnings per share of $4.15 and adjusted earnings per share of$4.43. This represents a 39% and 14% increase in GAAP earnings per share and adjusted earnings pershare, respectively, over 2015. We also had net cash provided by operating activities of $1.43 billion and freecash flow of $1.08 billion in 2016, a 6% and 8% increase, respectively, compared to the prior year. We madeprogress in strategic areas that we believe will enhance our future results, and we continued to enhance ourlevel of competitive differentiation which we believe is essential to sustaining future growth. As discussedfurther in the Compensation Discussion and Analysis section of this proxy statement, our named executiveofficer compensation for 2016 was paid or awarded in the context of these results.

Internal revenue growth, adjusted earnings per share and free cash flow are non-GAAP financial measures.See Appendix A to this proxy statement for information regarding these measures and reconciliations to themost directly comparable GAAP measures.


2016 Governance Highlights

On February 19, 2016, our board of directors amended our by-laws to implement proxy access in the formthat it believes is most appropriate for our company and our shareholders and is consistent with currentmarket practices. Specifically, the by-laws provide that any shareholder or group of up to 20 shareholders thatbeneficially owns at least 3% of our outstanding common stock continuously for three years and thatcomplies with the procedures set forth in our by-laws may nominate up to the greater of two individuals or20% of the board of directors for election to the board and require us to include such nominees in our proxymaterials. Our board adopted proxy access after considering various potential formulations of proxy accessand engaging with a number of our shareholders who provided valuable feedback on the subject of proxyaccess.

In addition, in 2016, we added a new independent director to the board, making it the third consecutive yearthat we have done so.

2016 Compensation Highlights

In 2016, our compensation committee began granting performance share units to certain executive officers.These performance share units have a three-year performance period, and the number of shares issued atvesting will be based on the company’s achievement of internal revenue growth goals, subject to attaining athreshold level of adjusted income from continuing operations over such three-year period.

We also amended the employment agreement with Mr. Yabuki in 2016 to provide that he will continue toserve as our president and chief executive officer for at least another three-year term and eliminated hisexcise tax gross-up benefit. In connection with this amendment, Mr. Yabuki received a grant of performanceshare units.

We continued to add executive talent to further strengthen the company, including by retaining a new chieffinancial officer and group president during the year.

We encourage you to review the entire “Compensation Discussion and Analysis” section of this proxystatement as well as the tabular and narrative disclosure under “Executive Compensation.”


Compensation Practices

What We Do

Our compensation committee seeks tostructure compensation that incentivizes ourleaders to strive for market-leadingperformance, which we expect will transfer intolong-term value for our shareholders, and isbalanced by the risk of lower performance-based compensation when we do not meet ourperformance objectives.

We provide cash incentive awards based onachievement of annual performance goals andequity compensation that promotes long-termfinancial, operating and strategic performance bydelivering incremental value to executive officersto the extent our stock price increases over time.

In 2016, we began granting performance shareunits to certain executive officers. The numberof shares issued at vesting is determined by theachievement of pre-determined performancegoals over a three-year period.

We have a stock ownership policy that requiresour executive officers to acquire and maintain asignificant amount of Fiserv equity to furtheralign their interests with those of our long-termshareholders.

We have a policy that prohibits our executiveofficers from hedging or pledging Fiserv stock.

We have a compensation recoupment, or“clawback,” policy.

What We Don’t Do

In 2016, we amended the employmentagreements with our chief executive officer toeliminate the excise tax gross-up provisions inthose agreements. We do not have excise taxgross-up arrangements with any of our otherexecutive officers, and we have a policy not toenter into such arrangements in the future.

We don’t provide separate pension programs ora supplemental executive retirement plan to ournamed executive officers.

We generally don’t provide personal-benefitperquisites to our named executive officers.


Board Nominees

The board met eight times during 2016 and each of our directors attended 75% or more of the aggregate numberof meetings of the board and the committees on which he or she served, in each case while the director wasserving on our board of directors during 2016. The following table provides summary information on each directornominee. All candidates were nominated in accordance with the company’s governance guidelines. The terms ofDaniel P. Kearney and Thomas C. Wertheimer as directors will end at the 2017 annual meeting of shareholders.For more information about each director nominee, please see their full biographies beginning on page 12.

Name Age

Director

Since Principal Occupation Independent

Current Committee

Memberships

Alison Davis 55 2014 Advisor, Fifth Era Audit

John Y. Kim 56 2016 President, New York Life InsuranceCompany

Audit

Dennis F. Lynch 68 2012 Chairman, Cardtronics plc Compensation

Nominatingand Corp.

Governance

Denis J. O’Leary 60 2008 Investor Audit

Nominatingand Corp.

Governance

Glenn M. Renwick + 61 2001 Executive Chairman, The ProgressiveCorporation

Compensation

Kim M. Robak + 61 2003 Partner, Mueller Robak, LLC Nominatingand Corp.

Governance

JD Sherman 51 2015 President and Chief Operating Officer,HubSpot, Inc.

Audit

Doyle R. Simons 53 2007 President and Chief Executive Officer,Weyerhaeuser Company

Compensation

Jeffery W. Yabuki 57 2005 President and Chief Executive Officer,Fiserv, Inc.

+ Committee Chair


Proxy and Voting Information

The board of directors of Fiserv, Inc., a Wisconsin corporation, is soliciting proxies in connection with ourannual meeting of shareholders to be held on Wednesday, May 24, 2017 at 10:00 a.m. (CT), or at anyadjournment or postponement of the meeting. On April 11, 2017, we will commence mailing the notice ofInternet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholdersentitled to vote at the annual meeting.

Notice of Internet Availability ofProxy Materials

In accordance with rules and regulations adopted bythe Securities and Exchange Commission, we mayfurnish our proxy statement and annual report toshareholders of record by providing access to thosedocuments via the Internet instead of mailing printedcopies. The notice you received regarding theInternet availability of our proxy materials (the“Notice”) provides instructions on how to access ourproxy materials and cast your vote over the Internet,by telephone or by mail.

Shareholders’ access to our proxy materials via theInternet allows us to reduce printing and deliverycosts and lessen adverse environmental impacts. Ifyou would like to receive a paper or email copy ofour proxy materials, you should follow theinstructions in the Notice for requesting thosematerials.

Solicitation of Proxies

We will pay the cost of soliciting proxies on behalf ofthe board of directors. Our directors, officers andother employees may solicit proxies by mail,personal interview, telephone or electroniccommunication. None of them will receive anyspecial compensation for these efforts.

We have retained the services of Georgeson LLC(“Georgeson”) to assist us in soliciting proxies.Georgeson may solicit proxies by personal interview,mail, telephone or electronic communications. Weexpect to pay Georgeson its customary fee,approximately $10,000, plus reasonable out-of-pocket expenses incurred in the process of solicitingproxies. We also have made arrangements withbrokerage firms, banks, nominees and otherfiduciaries to forward proxy materials to beneficialowners of shares. We will reimburse such recordholders for the reasonable out-of-pocket expensesincurred by them in connection with forwardingproxy materials. Proxies solicited hereby will be

tabulated by an inspector of election, who will bedesignated by the board of directors and will notbe an employee or director of Fiserv, Inc.

Holders Entitled to Vote

The board of directors has fixed the close ofbusiness on March 27, 2017 as the record date fordetermining the shareholders entitled to notice of,and to vote at, the annual meeting. On the recorddate, there were 213,076,941 shares of commonstock outstanding and entitled to vote, and wehad no other classes of securities outstanding.

All of these shares are to be voted as a singleclass, and you are entitled to cast one vote foreach share you held as of the record date on allmatters submitted to a vote of shareholders.

Voting Your Shares

You may vote:

By Internet

Visit www.proxyvote.com

By telephone

Dial toll-free 1-800-690-6903

By mailing your proxy card

If you requested a printed copy of the proxymaterials, mark your vote on the proxy card, signand date it, and return it in the enclosed envelope.

In person

If you are a shareholder of record you may join usin person at the annual meeting to be held at ourBrookfield, Wisconsin headquarters.


Voting through the Internet or by telephone. Youmay direct your vote by proxy without attending theannual meeting. You can vote by proxy over theInternet or by telephone until 11:59 p.m. (ET) onMay 23, 2017 by following the instructions providedin the Notice. Shareholders voting via the Internetor by telephone will bear any costs associated withelectronic or telephone access, such as usagecharges from Internet access providers andtelephone companies.

Voting by proxy card. If you requested a printedcopy of the proxy materials, you may vote byreturning a proxy card that is properly signed andcompleted. The shares represented by that cardwill be voted as you have specified.

Banks, brokers or other nominees. Shareholderswho hold shares through a bank, broker or othernominee may vote by the methods that their bankor broker makes available, in which case the bankor broker will include instructions with the Notice orthis proxy statement. If you wish to vote in personat the annual meeting, you must obtain a legalproxy from your bank, broker or other nomineegiving you the right to vote the shares at the annualmeeting.

401(k) savings plan. An individual who has abeneficial interest in shares of our common stockallocated to his or her account under the Fiserv, Inc.401(k) savings plan may vote the shares ofcommon stock allocated to his or her account. Wewill provide instructions to participants regardinghow to vote. If no direction is provided by theparticipant about how to vote his or her shares by11:59 p.m. (ET) on May 21, 2017, the trustee of theFiserv, Inc. 401(k) savings plan will vote the sharesin the same manner and in the same proportion asthe shares for which voting instructions arereceived from other participants, except that thetrustee, in the exercise of its fiduciary duties, maydetermine that it must vote the shares in someother manner.

Proxies

Jeffery W. Yabuki, President and Chief ExecutiveOfficer, and Lynn S. McCreary, Chief Legal Officerand Secretary, have been selected by the board ofdirectors as proxy holders and will vote sharesrepresented by valid proxies. All shares represented

by valid proxies received and not revoked beforethey are exercised will be voted in the mannerspecified in the proxies.

If nothing is specified, the proxies will be voted:“FOR” each of the board’s nominees for director;“FOR” proposals two and four; “1 YEAR” forproposal three; and “AGAINST” proposal five, ifproperly presented at the annual meeting.

Our board of directors is unaware of any othermatters that may be presented for action at ourannual meeting. If other matters do properly comebefore the annual meeting or any adjournments orpostponements thereof, it is intended that sharesrepresented by proxies will be voted in thediscretion of the proxy holders.

You may revoke your proxy at any time before it isexercised by doing any of the following:

• entering a new vote using the Internet or by telephone

• giving written notice of revocation to Lynn S.McCreary, Chief Legal Officer and Secretary, Fiserv,Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045

• submitting a subsequently dated and properlycompleted proxy card

• attending the annual meeting and voting in person

However, if your shares are held of record by abank, broker or other nominee, you must obtain aproxy issued in your name from the record holder.

Quorum

The presence, in person or by proxy, of at least amajority of the outstanding shares of commonstock entitled to vote at the annual meeting willconstitute a quorum for the transaction of business.Holders of shares that abstain from voting or thatare subject to a broker non-vote will be counted aspresent for the purpose of determining thepresence or absence of a quorum for thetransaction of business. In the event there are notsufficient votes for a quorum or to approve aproposal at the time of the annual meeting, theannual meeting may be adjourned or postponed, inour sole discretion, in order to permit the furthersolicitation of proxies.


Required Vote

Proposal Voting Standard

1. Election of directors A director will be elected if the number of shares voted“for” that director’s election exceeds the number of votescast “withheld” with respect to that director’s election.

2. To approve, on an advisory basis, the compensationof our named executive officers as disclosed in thisproxy statement

To be approved, the number of votes cast “for” theproposal must exceed the number of votes cast “against”the proposal.

3. To approve, on an advisory basis, the frequency ofholding a shareholder advisory vote on thecompensation of our named executive officers inaccordance with Section 14A of the Exchange Act

The alternative receiving the greatest number of votes –every one, two or three years – will be the frequency thatshareholders approve on an advisory basis.

4. To ratify the appointment of Deloitte & Touche LLPas our independent registered public accountingfirm for 2017


5. To vote on a shareholder proposal seeking anamendment to our proxy access by-law, if properlypresented at the annual meeting


For each of these proposals, abstentions and broker non-votes will be entirely excluded from the vote and will have noeffect on its outcome.


Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the beneficial ownership of our common stock asof March 14, 2017 by: each current director and director nominee; each executive officer appearing in theSummary Compensation Table; all directors and executive officers as a group; and any person who is knownby us to beneficially own more than 5% of the outstanding shares of our common stock based on our reviewof the reports regarding ownership filed with the Securities and Exchange Commission in accordance withSections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).

Name and Address of Beneficial Owner(1)

Number of Shares of

Common Stock

Beneficially Owned(2) Percent of Class(3)

T. Rowe Price Associates, Inc.(4)

100 E. Pratt StreetBaltimore, Maryland 21202 30,526,773 14.3%

The Vanguard Group, Inc.(5)

100 Vanguard Blvd.Malvern, Pennsylvania 19355 20,527,961 9.6%

BlackRock, Inc.(6)

55 East 52nd StreetNew York, New York 10055 15,357,733 7.2%

Jeffery W. Yabuki 2,602,437 1.2%

Robert W. Hau — *

Thomas J. Hirsch(7) 44,033 *

Mark A. Ernst 468,785 *

Devin B. McGranahan 15,000 *

Byron C. Vielehr 128,134 *

Alison Davis 6,412 *

Daniel P. Kearney 65,735 *

John Y. Kim 359 *

Dennis F. Lynch 21,521 *

Denis J. O’Leary 74,315 *

Glenn M. Renwick 142,608 *

Kim M. Robak 70,602 *

JD Sherman 3,841 *

Doyle R. Simons 81,799 *

Thomas C. Wertheimer 61,316 *

All directors and executive officers as a group (19 people) 4,015,220 1.8%

* Less than 1%.

(1) Unless otherwise indicated, the address foreach beneficial owner is care of Fiserv, Inc.,255 Fiserv Drive, Brookfield, Wisconsin 53045.

(2) All information with respect to beneficialownership is based upon filings made by therespective beneficial owners with theSecurities and Exchange Commission orinformation provided to us by such beneficialowners. Except as indicated in the footnotes to

this table, the persons named in the table havesole voting and investment power with respectto all shares of common stock shown asbeneficially owned by them, subject tocommunity property laws.

Includes stock options, which, as of March 14,2017, were exercisable currently or within 60days: Mr. Yabuki – 2,255,734; Mr. Hirsch – 29,606;Mr. Ernst – 411,246; Mr. Vielehr – 118,405;


Ms. Davis – 4,842; Mr. Kearney – 29,387;Mr. Lynch – 16,271; Mr. O’Leary – 37,045;Mr. Renwick – 48,265; Ms. Robak – 28,647;Mr. Sherman – 1,393; Mr. Simons – 47,385;Mr. Wertheimer – 43,169; and all directors andexecutive officers as a group – 3,244,734.

Includes shares deferred under vestedrestricted stock units: Mr. Hirsch – 6,992;Ms. Davis – 1,486; Mr. Kearney – 13,556;Mr. Lynch – 5,250; Mr. O’Leary – 11,866;Mr. Renwick – 15,356; Ms. Robak –7,404;Mr. Simons – 15,356; and all directors andexecutive officers as a group – 70,274.

Also includes shares eligible for issuancepursuant to the non-employee directordeferred compensation plan: Mr. Kearney –13,448; Mr. Kim – 359; Mr. O’Leary – 16,502;Mr. Renwick – 19,713; Ms. Robak – 7,479;Mr. Simons – 17,808; and all directors as agroup – 75,309.

Mr. Kearney is a trustee of the Daniel andGloria Kearney Foundation which holds 3,400shares of our common stock. Mr. Yabuki is atrustee of the Yabuki Family Foundation whichholds 60,214 shares of our common stock. Asa trustee, Mr. Kearney or Mr. Yabuki, asapplicable, has voting and investment powerover the shares held by the foundation. Theseshares are, accordingly, included in theirrespective reported beneficial ownership.

(3) On March 14, 2017, there were 213,687,143shares of common stock outstanding.Percentages are calculated pursuant to Rule13d-3(d) under the Exchange Act. Shares notoutstanding that are subject to optionsexercisable by the holder thereof within 60days, shares due upon vesting of restrictedstock units within 60 days, shares deferredpursuant to vested restricted stock units andshares eligible for issuance pursuant to thenon-employee director deferred compensationplan are deemed outstanding for the purposesof calculating the number and percentageowned by such shareholder but not deemedoutstanding for the purpose of calculating thepercentage of any other person.

(4) Based on a Schedule 13G filed by T. RowePrice Associates, Inc. (“Price Associates”) onFebruary 7, 2017 with the Securities and

Exchange Commission, which indicates thatthese securities are owned by variousindividual and institutional investors for whichPrice Associates serves as investment adviserand with power to direct investments and/orsole power to vote the securities. According tothe Schedule 13G, Price Associates exercisessole voting power over 8,675,688 of thesecurities and sole dispositive power over30,526,773 of the securities. For purposes ofthe reporting requirements of the ExchangeAct, Price Associates is deemed to be abeneficial owner of such securities; however,Price Associates expressly disclaims that it is,in fact, the beneficial owner of such securities.

(5) Based on a Schedule 13G filed by TheVanguard Group, Inc. (“Vanguard Group”) onFebruary 13, 2017 with the Securities andExchange Commission, which indicates thatthe Vanguard Group exercises sole votingpower over 340,382 of the securities, sharedvoting power over 53,513 of the securities,sole dispositive power over 20,135,762 of thesecurities and shared dispositive power over392,199 of the securities. According to theSchedule 13G, Vanguard Fiduciary TrustCompany (“VFTC”), a wholly-owned subsidiaryof Vanguard Group, is the beneficial owner of278,986 of the securities as a result of VFTCserving as investment manager of collectivetrust accounts, and Vanguard InvestmentsAustralia, Ltd. (“VIA”), a wholly-ownedsubsidiary of Vanguard Group, is the beneficialowner of 174,609 of the securities as a resultof VIA serving as investment manager ofAustralian investment offerings.

(6) Based on a Schedule 13G filed by BlackRock, Inc.(“BlackRock”) on January 24, 2017 with theSecurities and Exchange Commission, whichindicates that various persons have the right toreceive or the power to direct the receipt ofdividends from, or the proceeds from the sale of,these securities. According to the Schedule 13G,BlackRock exercises sole voting power over13,250,362 of the securities and sole dispositivepower over 15,357,733 of the securities.

(7) Mr. Hirsch served as our chief financial officerand treasurer until March 14, 2016 and is notincluded in the amounts shown above for alldirectors and executive officers as a group.


Proposal 1. Election of Directors

Our Board of Directors

All directors will be elected to hold office for a termexpiring at the next annual meeting of shareholdersand until their successors have been elected andqualified.

All of the nominees for election as director at theannual meeting are incumbent directors. Nonominee for director has been nominated pursuantto any agreement or understanding between us andany person, and there are no family relationshipsamong any of our directors or executive officers.These nominees have consented to serve as adirector if elected, and management has no reasonto believe that any nominee will be unable to serve.Unless otherwise specified, the shares of commonstock represented by the proxies solicited herebywill be voted in favor of the nominees proposed bythe board of directors. In the event that any directornominee becomes unavailable for re-election as aresult of an unexpected occurrence, shares will bevoted for the election of such substitute nominee, ifany, as the board of directors may propose. Theaffirmative vote of a majority of votes cast isrequired for the election of directors.

Majority Voting

Our by-laws provide that each director will beelected by the majority of the votes cast withrespect to that director’s election at any meeting ofshareholders for the election of directors, otherthan a contested election. A majority of the votescast means that the number of votes cast “for” adirector’s election exceeds the number of votescast “withheld” with respect to that director’selection. In a contested election, each director willbe elected by a plurality of the votes cast withrespect to that director’s election. Once ourchairman of the board determines that a contestedelection exists in accordance with our by-laws, theplurality vote standard will apply at a meeting atwhich a quorum is present regardless of whether acontested election continues to exist as of the dateof such meeting.

Our by-laws further provide that, in an uncontestedelection of directors, any nominee for director whois already serving as a director and receives agreater number of votes “withheld” from his or herelection than votes “for” his or her election willpromptly tender his or her resignation. Thenominating and corporate governance committee ofthe board of directors will then promptly considerthe tendered resignation, and the committee willrecommend to the board whether to accept orreject it. Following the board’s decision, we willpromptly file a Current Report on Form 8-K with theSecurities and Exchange Commission that setsforth the board’s decision whether to accept theresignation as tendered, including a full explanationof the process by which the decision was reachedand, if applicable, the reasons for rejecting thetendered resignation. Any director who tenders aresignation pursuant to this provision will notparticipate in the committee recommendation orthe board consideration regarding whether toaccept the tendered resignation.


Nominees for Election

Each person listed below is nominated for election to serve as a director until the next annual meeting ofshareholders and until his or her successor is elected and qualified. The board of directors recommends

that you vote “FOR” each of its nominees for director.

Alison Davis, 55

• Director since 2014

• Audit Committee member

• Principal occupation:Advisor, Fifth Era

• Experience in global financialservices, corporate strategy andfinancial management

Ms. Davis is an advisor to Fifth Era, a firm that invests in and incubates earlystage technology companies, and previously served as its Managing Partner from2011 to 2015. Prior to Fifth Era, she was the Managing Partner of BelvedereCapital Partners, Inc., a private equity firm serving the financial services sector,from 2004 to 2010. Prior to joining Belvedere, she served as Chief FinancialOfficer for Barclays Global Investors, an institutional asset manager that is nowpart of BlackRock, Inc., from 2000 to 2003, a senior partner at A.T. Kearney, Inc.,a leading global management consulting firm, from 1993 to 2000, and aconsultant at McKinsey & Company, another leading global managementconsulting firm, from 1984 to 1993.

In the past five years, in addition to Fiserv, Ms. Davis has served as a director atthe following publicly traded companies: Royal Bank of Scotland Group plc(current), a British bank holding company, Unisys Corporation (current), a globalinformation technology company, Ooma, Inc. (current), a consumertelecommunications company, Diamond Foods, Inc. (former), a packaged foodcompany, and Xoom Corporation (former), a digital money transfer provider.

The board concluded that Ms. Davis should be a director of the companybecause of her extensive experience in global financial services, corporatestrategy and financial management.

John Y. Kim, 56



• Principal occupation:President, New York Life InsuranceCompany

• Experience in the financial servicesindustry

Mr. Kim has served as President of New York Life Insurance Company, a mutuallife insurance company, since 2015. Since 2008, Mr. Kim served in various otherpositions at New York Life, including as its Chief Investment Officer from 2011 to2015; President of the Investments Group from 2012 to 2015; and ChiefExecutive Officer and President of New York Life Investments from 2008 to2012. Prior to joining New York Life in 2008, Mr. Kim was President of PrudentialRetirement, a provider of retirement plan solutions, and its predecessororganization, CIGNA Retirement and Investment Services, from 2002 to 2007.Mr. Kim also served as Chief Executive Officer of Bondbook, an electronic bondtrading company, from 2001 to 2002; President and CEO of Aeltus InvestmentManagement Inc., now known as ING Investment Management Company, from1994 to 2000; and Managing Director of Mitchell Hutchins Asset Management,Inc., now part of UBS Global Asset Management, from 1993 to 1994.

Mr. Kim also currently serves as a director of New York Life Insurance andAnnuity Corporation, a wholly owned life insurance subsidiary of New York Lifeand registered investment company.

Mr. Kim was recommended to the nominating and corporate governancecommittee by one of the company’s independent directors. The board concludedthat Mr. Kim should be a director of the company because of his extensiveexperience in the financial services industry.


Dennis F. Lynch, 68


• Compensation Committee andNominating and CorporateGovernance Committeemember

• Principal occupation:Chairman, Cardtronics plc

• Experience in the paymentsindustry

Mr. Lynch is Chairman of Cardtronics plc, a publicly traded company and thelargest owner and operator of retail ATMs worldwide. He was appointedChairman in 2010 and has served as a director of Cardtronics since 2008. Mr.Lynch was also the founding Chairman and, from 2009 to 2015, a board memberof the Secure Remote Payments Council, a cross-industry organization dedicatedto accelerating the growth, development and market adoption of more secure e-commerce and mobile payments. He previously served as: Chairman and ChiefExecutive Officer of RightPath Payments, Inc. from 2005 to 2008; a director ofOpen Solutions, Inc. from 2005 to 2007; President and Chief Executive Officer ofNYCE Corporation from 1996 to 2004; and Chairman of Yankee 24 ATM Networkfrom 1988 to 1990.

In the past five years, in addition to Fiserv, Mr. Lynch has served as a director ofCardtronics plc (current).

The board concluded that Mr. Lynch should be a director of the companybecause he has over 30 years of experience in the payments industry and is aleader in the introduction and growth of payment solutions.

Denis J. O’Leary, 60


• Audit Committee andNominating and CorporateGovernance Committee member

• Principal occupation:Investor

• Experience in the banking,technology and information servicesindustries

Mr. O’Leary is a private investor, and from 2009 to 2015, he served as ManagingPartner of Encore Financial Partners, Inc., a company focused on the acquisitionand management of banking organizations in the United States. From 2006 to2009, he was a senior advisor to The Boston Consulting Group with respect tothe enterprise technology, financial services and consumer payments industries.Through early 2003, he spent 25 years at J.P. Morgan Chase & Company and itspredecessors in various capacities, including Director of Finance, ChiefInformation Officer, Head of Retail Branch Banking, Managing Executive of LabMorgan, and, from 1994 to 2003, Executive Vice President.

Mr. O’Leary also currently serves as a director at CrowdStrike, Inc., a privatelyheld computer security software company, Hamilton State Bancshares, Inc., aprivately held bank holding company, and The Warranty Group, Inc., a privatelyheld provider of extended warranty programs and related benefits.

The board concluded that Mr. O’Leary should be a director of the companybecause of his extensive knowledge and experience in the banking, technologyand information services industries.


Glenn M. Renwick, 61


• Compensation Committee chair

• Principal occupation:Executive Chairman, TheProgressive Corporation

• Experience in business leadershipand information technology

Mr. Renwick is Executive Chairman of The Progressive Corporation, a publiclytraded property and casualty insurance company, and also served as its Presidentand Chief Executive Officer from 2001 to 2016. Before being named ChiefExecutive Officer in 2001, Mr. Renwick served as Chief Executive Officer –Insurance Operations and Business Technology Process Leader from 1998through 2000. Prior to that, he led Progressive’s consumer marketing group andserved as president of various divisions within Progressive. Mr. Renwick joinedProgressive in 1986 as Auto Product Manager for Florida.

In the past five years, in addition to Fiserv, Mr. Renwick has served as a directorat the following publicly traded companies: The Progressive Corporation (current)and UnitedHealth Group Incorporated (current), a provider of health insurance.

The board concluded that Mr. Renwick should be a director of the companybecause he is an accomplished business leader with information technologyexperience.

Kim M. Robak, 61


• Nominating and CorporateGovernance Committee chair

• Principal occupation:Partner at Mueller Robak, LLC

• Experience in law, governmentand technology

Ms. Robak has been a partner at Mueller Robak, LLC, a government relationsfirm, since 2004. Prior to that, Ms. Robak was Vice President for External Affairsand Corporation Secretary at the University of Nebraska from 1999 to 2004. Ms.Robak served as the Lieutenant Governor of the State of Nebraska from 1993 to1999, as Chief of Staff from 1992 to 1993, and as Legal Counsel from 1991 to1992. Prior to 1991, Ms. Robak was a partner at the law firm Rembolt LudtkeMilligan and Berger. During her tenure in state government, she chaired theGovernor’s Information Resources Cabinet and led the Information TechnologyCommission of Nebraska.

Ms. Robak also currently serves as a director at Ameritas Mutual HoldingCompany, a privately held provider of life insurance, annuities, and mutual funds,Ameritas Life Insurance Corporation, a privately held life insurance company, andUnion Bank & Trust Company, a privately held financial institution.

The board concluded that Ms. Robak should be a director of the companybecause she is an accomplished businessperson who brings a variety ofexperiences to the board through her work in law, government and technology.


JD Sherman, 51



• Principal occupation:President and Chief OperatingOfficer, HubSpot, Inc.

• Experience in financial managementand the information technologyindustry

Mr. Sherman has served as Chief Operating Officer of HubSpot, Inc., a publiclytraded provider of marketing software, since 2012 and as its President since2014. Prior to joining HubSpot, Mr. Sherman was Chief Financial Officer ofAkamai Technologies, Inc., a provider of content delivery network services, from2005 to 2012. From 1990 to 2005, Mr. Sherman served in various positions atInternational Business Machines Corporation, an information technologycompany.

In the past five years, in addition to Fiserv, Mr. Sherman has served as a directorof Cypress Semiconductor Corporation (former), a publicly traded provider ofprogrammable technology solutions. He also previously served as a director of3Com Corporation, a former global enterprise networking solutions provider, andAMIS Holdings, Inc., a former designer and manufacturer of mixed-signal anddigital products for the automotive, medical, industrial, military and aerospacesectors.

The board concluded that Mr. Sherman should be a director of the companybecause of his strong financial management experience in the informationtechnology industry.

Doyle R. Simons, 53


• Compensation Committeemember

• Principal occupation:President and Chief ExecutiveOfficer, Weyerhaeuser Company

• Experience in senior management,financial and legal matters

Mr. Simons is President and Chief Executive Officer of Weyerhaeuser Company,a publicly traded company focused on timberlands and forest products. Prior tojoining Weyerhaeuser in 2013, Mr. Simons served in a variety of roles forTemple-Inland, Inc., a formerly publicly traded manufacturing company focusedon corrugated packaging and building products which was acquired in 2012. From2007 to early 2012, he served as the Chairman and Chief Executive Officer; from2005 to 2007, he was Executive Vice President; from 2003 to 2005, he served asits Chief Administrative Officer; from 2000 to 2003, he was Vice President –Administration; and from 1994 to 2000, he served as Director of InvestorRelations.

In the past five years, in addition to Fiserv, Mr. Simons has served as a director atthe following publicly traded companies: Weyerhaeuser Company (current) andTemple-Inland, Inc. (former).

The board concluded that Mr. Simons should be a director of the companybecause he is an accomplished businessperson with diverse experiences insenior management, financial and legal matters.


Jeffery W. Yabuki, 57


• Principal occupation:President and Chief ExecutiveOfficer, Fiserv, Inc.

• Experience in senior managementpositions including as chiefexecutive officer of the company

Mr. Yabuki has served as our President and Chief Executive Officer since 2005.Before joining Fiserv, Mr. Yabuki served as Executive Vice President and ChiefOperating Officer for H&R Block, Inc., a financial services firm, from 2002 to2005. From 2001 to 2002, he served as Executive Vice President of H&R Blockand from 1999 to 2001, he served as the President of H&R Block International.From 1987 to 1999, Mr. Yabuki held various executive positions with AmericanExpress Company, a financial services firm, including President and ChiefExecutive Officer of American Express Tax and Business Services, Inc.

Mr. Yabuki also currently serves as a director at Ixonia Bancshares, Inc., aprivately held bank holding company.

The board concluded that Mr. Yabuki should be a director of the companybecause he has extensive senior management experience and serves as thechief executive officer of the company.


Corporate Governance

At a Glance

Name Independent Audit Committee

Compensation

Committee

Nominating and

Corporate Governance

Committee

Daniel P. Kearney

Chairman of the Board

Alison Davis

John Y. Kim

Dennis F. Lynch

Denis J. O’Leary

Glenn M. Renwick C

Kim M. Robak C

JD Sherman

Doyle R. Simons

Thomas C. Wertheimer C

Jeffery W. Yabuki

C = Committee Chair

Director Independence

Our board of directors has determined that AlisonDavis, Daniel P. Kearney, John Y. Kim, Dennis F.Lynch, Denis J. O’Leary, Glenn M. Renwick, KimM. Robak, JD Sherman, Doyle R. Simons andThomas C. Wertheimer are “independent” withinthe meaning of NASDAQ Marketplace Rule5605(a)(2). Prior to his resignation on June 21,2016, our board of directors also determined thatChristopher M. Flink was independent within themeaning of that rule. Mr. Yabuki is not independentbecause he is a current employee of Fiserv.

Board Meetings and Attendance

During our fiscal year ended December 31, 2016,our board of directors held eight meetings. Eachdirector attended at least 75% of the aggregate ofthe number of meetings of the board of directorsand the number of meetings held by all committeesof the board on which she or he served, in eachcase while the director was serving on our board ofdirectors. Our directors meet in executive sessionwithout management present at each regularmeeting of the board of directors.

Directors are expected to attend each annualmeeting of shareholders. All of the directors servingon the board at the time of our 2016 annualmeeting of shareholders attended the meeting.

The board of directors considers the performanceof the board and of individual directors, and eachcommittee of the board reviews its performance,on an annual basis.


Board Leadership

We separate the roles of chief executive officer andChairman of the board to allow our leaders to focuson their respective responsibilities. Our chiefexecutive officer is responsible for setting ourstrategic direction and providing day-to-dayleadership. Our Chairman provides guidance to ourchief executive officer, sets the agenda for boardmeetings and presides over meetings of the fullboard.

Our board recognizes the time, effort and energythat our chief executive officer is required to devoteto his position in the current business environment,as well as the commitment required to serve as ourChairman. Our board believes that having separatepositions provides a clear delineation ofresponsibilities for each position and enhances theability of each leader to discharge his dutieseffectively which, in turn, enhances our prospectsfor success.


Committees of the Board of Directors

Our board of directors has three standing committees: an audit committee; a compensation committee; anda nominating and corporate governance committee. The directors currently serving on these committeessatisfy the independence requirements of the NASDAQ Marketplace Rules applicable to such committees,including the enhanced independence requirements for members of the audit committee and compensationcommittee. Each of these committees has the responsibilities set forth in written charters adopted by theboard of directors. We make copies of each of these charters available free of charge on our website athttp://investors.fiserv.com/corporate-governance.cfm. Other than the text of the charters, we are notincluding the information contained on or available through our website as a part of, or incorporating suchinformation by reference into, this proxy statement.

Audit Committee

Mr. Wertheimer (Chair)

Ms. Davis

Mr. Kim (as of February 22, 2017)

Mr. O’Leary

Mr. Sherman

Number of Meetings held in 2016:7

Duties:

The audit committee’s primary role is to provide independent review andoversight of our financial reporting processes and financial statements, systemof internal controls, audit process and results of operations and financialcondition. The audit committee is directly and solely responsible for theappointment, compensation, retention, termination and oversight of ourindependent registered public accounting firm. Each of the members of the auditcommittee is independent, as defined by applicable NASDAQ and Securities andExchange Commission rules. The board of directors has determined that Ms.Davis and Messrs. Kim, O’Leary, Sherman and Wertheimer are “auditcommittee financial experts,” as that term is used in Item 407(d)(5) ofRegulation S-K.

Compensation Committee

Mr. Renwick (Chair)

Mr. Lynch

Mr. Simons


Duties:

The compensation committee of the board of directors is responsible foroverseeing executive officer compensation. The compensation committee’sresponsibilities include: approval of executive officer compensation and benefits;administration of our equity incentive plans including compliance with executivestock ownership requirements; and approval of severance or similar terminationpayments to executive officers. Each of the members of the compensationcommittee is a non-employee director and “independent” as defined byapplicable NASDAQ rules. Additional information regarding the compensationcommittee and our policies and procedures regarding executive compensation,including, among other matters, our use of compensation consultants and theirrole, and management’s role, in determining compensation, is provided belowunder the heading “Compensation Discussion and Analysis – Determining andStructuring Compensation – Determining Compensation.”

Nominating and Corporate Governance Committee

Ms. Robak (Chair)

Mr. Lynch

Mr. O’Leary


Duties:

The nominating and corporate governance committee assists the board ofdirectors to identify and evaluate potential director nominees, and recommendsqualified nominees to the board of directors for consideration by theshareholders. The nominating and corporate governance committee alsooversees our corporate governance policies and practices. Each of the membersof the nominating and corporate governance committee is independent asdefined by applicable NASDAQ rules.


Nominations of Directors

The nominating and corporate governancecommittee recommends to the full board ofdirectors the nominees to stand for election at ourannual meeting of shareholders and to fill vacanciesoccurring on the board. In this regard, thenominating and corporate governance committeeregularly assesses the appropriate size of the boardof directors and whether any vacancies on theboard of directors are expected due to retirementor otherwise. In the event that vacancies areanticipated or otherwise arise, the committeeutilizes a variety of methods to identify and evaluatedirector candidates. Candidates may come to theattention of the committee through currentdirectors, professional search firms, shareholders orother persons.

The committee evaluates prospective nominees inthe context of the then current constitution of theboard of directors and considers all factors itbelieves appropriate, which include those set forthin our governance guidelines. Our governanceguidelines provide that a majority of our board ofdirectors should have diverse backgrounds withoutstanding business experience, proven ability andsignificant accomplishments through otherenterprises to enable the board of directors torepresent a broad set of capabilities andviewpoints. Other than as set forth in ourgovernance guidelines, the committee does nothave a formal policy with respect to diversity. Theboard of directors and the nominating and corporategovernance committee believe the followingminimum qualifications must be met by a directornominee to be recommended by the committee:

• Each director must display the highest personal andprofessional ethics, integrity and values.

• Each director must have the ability to exercise soundbusiness judgment.

• Each director must be highly accomplished in his or herrespective field.

• Each director must have relevant expertise andexperience and be able to offer advice and guidance toour chief executive officer based on that expertise andexperience.

• Each director must be independent of any particularconstituency, be able to represent all of our

shareholders, and be committed to enhancing long-term shareholder value.

• Each director must have sufficient time available todevote to activities of the board of directors and toenhance his or her knowledge of our business.

In addition, the nominating and corporategovernance committee seeks to have at least onedirector who is an “audit committee financialexpert” under Item 407(d)(5) of Regulation S-Kunder the Exchange Act, and we must have at leastone director (who may also be an “audit committeefinancial expert”) who, in accordance with theNASDAQ Marketplace Rules, has past employmentexperience in finance or accounting, requisiteprofessional certification in accounting or any othercomparable experience or background whichresults in the individual’s financial sophistication,including being or having been a chief executiveofficer, chief financial officer or other senior officerwith financial oversight responsibilities.

In making recommendations to the board ofdirectors, the nominating and corporate governancecommittee examines each director candidate on acase-by-case basis regardless of whorecommended the candidate. The committee willconsider shareholder-recommended directorcandidates in accordance with the foregoing andother criteria set forth in our governance guidelinesand the Nominating and Corporate GovernanceCommittee Charter. Recommendations forconsideration by the committee must be submittedin writing to the chairman of the board and/orpresident and the chairman of the nominating andcorporate governance committee together withappropriate biographical information concerningeach proposed candidate. The committee does notevaluate shareholder-recommended directorcandidates differently than any other directorcandidate.

In 2016, we amended our by-laws to include aprovision pursuant to which a shareholder, or groupof up to 20 shareholders, owning continuously forat least three years shares of our stockrepresenting an aggregate of at least 3% of ouroutstanding shares may nominate and include inour proxy material director nominees constitutingup to 20% of our board of directors – so called


“proxy access.” Alternatively, a shareholder maynominate director nominees under our by-laws thatthe shareholder does not intend to have included inour proxy materials. In either case, suchshareholders must comply with the procedures setforth in our by-laws, including that the shareholdersand nominees satisfy the requirements in our by-laws and our corporate Secretary receives timelywritten notice, in proper form, of the intent to makea nomination at an annual meeting of shareholders.The detailed requirements for nominations are setforth in our by-laws, which were attached as anexhibit to our Annual Report on Form 10-K filedwith the Securities and Exchange Commission onFebruary 19, 2016. A copy of our by-laws will beprovided upon written request to our corporateSecretary. Additional requirements regardingshareholder proposals and director nominations,including the dates by which notices must bereceived, are described below under the heading“Other Matters – Shareholder Proposals for the2018 Annual Meeting.”

Risk Oversight

Our management is responsible for managing risk,and our board of directors is responsible foroverseeing management. To discharge thisresponsibility, the board seeks to be informedabout the risks facing the company so that it mayevaluate actual and potential risks and understandhow management is addressing such risks. To thisend, the board, as a whole and at the committeelevel, regularly receives reports from managementabout risks faced by the company. For example, theboard of directors regularly receives reports directlyfrom our chief executive officer about, among othermatters, developments in our industry so that theboard may evaluate the competitive and other risksfaced by the company. In addition, our chieffinancial officer, at each meeting of the board,presents information regarding our financialperformance and condition in an effort tounderstand financial risks faced by the company.Furthermore, at each meeting, the board receives acybersecurity update from our chief executiveofficer, chief risk officer, chief information officer orchief legal officer, or a combination of theforegoing, in each case depending on the focus ofthe matters under review.

As discussed above, the positions of chiefexecutive officer and Chairman are held by different

individuals. We believe a separate Chairmanposition enhances the effectiveness of our board’srisk oversight function by providing leadership tothe board that is independent from those taskedwith managing the risk profile of our company.

The committees of the board also play a critical role inthe board’s ability to collect and assess information.The audit committee’s charter charges it with avariety of risk-related oversight duties, including:

• coordinating the board’s oversight of our significantinternal controls and disclosure controls andprocedures;

• administering our code of business conduct and ethics;

• reviewing legal and regulatory matters that could havea material impact on the financial statements;

• considering and approving related party transactions asrequired by our related party transactions policy; and

• establishing procedures for the receipt, retention andtreatment of complaints regarding accounting, internalaccounting controls or auditing matters.

At each of its quarterly meetings, the auditcommittee receives reports from our chief auditexecutive regarding significant audit findings duringthe quarter and management’s responses thereto.In addition, the committee regularly receivesreports from our chief compliance officer and chiefrisk officer. Our chief risk officer leads ourenterprise risk and resilience group which operatesFiserv’s enterprise risk management program. Theprogram encompasses our business continuityplanning, incident management, risk assessment,operational regulatory compliance, insurance andinformation security across all Fiserv businessesand support functions.

Our compensation committee regularly receivesreports about our compensation programs andpolicies to enable it to oversee management’sadministration of compensation-related risks.

The nominating and corporate governancecommittee also works closely with our chief legalofficer and the members of the board to seek tomanage risks associated with director andexecutive officer succession, the independence ofthe directors, conflicts of interest and othercorporate governance related matters.


Communications with the Board of Directors

Shareholders may communicate with our board ofdirectors or individual directors by submittingcommunications in writing to us at 255 FiservDrive, Brookfield, Wisconsin 53045, Attention: LynnS. McCreary, Chief Legal Officer and Secretary.Communications will be delivered directly to ourboard of directors or individual directors, asapplicable.

Review, Approval or Ratification of Transactionswith Related Persons

We have adopted a written policy requiring that anyrelated person transaction that would requiredisclosure under Item 404(a) of Regulation S-Kunder the Exchange Act be reviewed and approvedby our audit committee or, if the audit committee isnot able to review the transaction for any reason, amajority of our disinterested directors.Compensation matters regarding our executiveofficers or directors are reviewed and approved by

our compensation committee. The policy alsoprovides that, at least annually, any such ongoing,previously approved related person transaction is tobe reviewed by the body that originally approvedthe transaction: to ensure that it is being pursued inaccordance with all of the understandings andcommitments made at the time that it waspreviously approved; to ensure that thecommitments being made with respect to suchtransaction are appropriately reviewed anddocumented; and to affirm the continuingdesirability of and need for the related personarrangement.

All relevant factors with respect to a proposedrelated person transaction will be considered, andsuch a transaction will only be approved if it is inour and our shareholders’ best interests or, if analternate standard of review is imposed byapplicable laws, statutes, governing documents orlisting standards, if such alternate standard ofreview is satisfied.


Director Compensation

Objectives for Director Compensation

Quality non-employee directors are critical to oursuccess. We believe that the two primary duties ofnon-employee directors are to effectively representthe long-term interests of our shareholders and toprovide guidance to management. As such, ourcompensation program for non-employee directorsis designed to meet several key objectives:

• Adequately compensate directors for theirresponsibilities and time commitments and for thepersonal liabilities and risks that they face as directorsof a public company

• Attract the highest caliber non-employee directors byoffering a compensation program consistent with thoseat peer companies

• Align the interests of directors with our shareholdersby providing a significant portion of compensation inequity and requiring directors to own our stock

• Provide compensation that is simple and transparent toshareholders and reflects corporate governance bestpractices

• Where possible, provide flexibility in form and timing ofpayments

Elements of Director Compensation

The compensation committee of the board ofdirectors reviews non-employee directorcompensation every other year and considers ourfinancial performance, general market conditionsand non-employee director compensation at thepeer group companies set forth below under“Compensation Discussion and Analysis –Structuring Compensation – Peer Group.”

We believe that the following components of ourdirector compensation program support theobjectives above:

• We provide cash compensation through retainers forboard and committee service, as well as separateretainers to the chairpersons of our board committees.Compensation in this manner simplifies theadministration of our program and creates greaterequality in rewarding service on committees of theboard. The committee and committee chair retainerscompensate directors for the additional responsibilitiesand time commitments involved with those positions.

• To compensate the Chairman for his involvement inboard and committee matters, he receives an annualcash retainer of $145,000 in addition to the standardboard retainer. The Chairman receives equity grants inthe same manner as the other non-employee directors.

• Non-employee directors receive grants of stock optionsand restricted stock units which vest 100% on theearlier of (i) the first anniversary of the grant date or(ii) immediately prior to the first annual meeting ofshareholders following the grant date.

• Our stock ownership policy requires non-employeedirectors to own shares of our common stock having atotal value equal to six times the annual board retaineramount.

• We maintain a non-employee director deferredcompensation plan that provides directors withflexibility in managing their compensation andpromotes alignment with the interests of ourshareholders. This plan allows directors to defer all or apart of their cash retainers in hypothetical shares of ourcommon stock until their service on the board ends.

• Non-employee directors may also defer receipt of therestricted stock units granted to them annually.Restricted stock units are hypothetical shares of ourcommon stock that are settled in shares of commonstock on a one-for-one basis upon vesting, subject toany deferral elections. Directors may defer receipt ofshares issuable pursuant to the restricted stock unitsuntil their service on the board ends.


Non-Employee Director DeferredCompensation Plan

Under our non-employee director deferredcompensation plan, each non-employee directormay defer up to 100% of his or her cash fees.Based on his or her deferral election, the director iscredited with a number of share units at the timehe or she would have otherwise received theportion of the fees being deferred. Share units areequivalent to shares of our common stock exceptthat share units have no voting rights.

Upon cessation of service on the board, the directorreceives a share of our common stock for eachshare unit. Shares are received in a lump sumdistribution, and any fractional share units are paidin cash. Share units credited to a director’s accountare considered awards granted under the Amendedand Restated Fiserv, Inc. 2007 Omnibus IncentivePlan (the “Incentive Plan”) and count against thatplan’s share reserve.

Stock Ownership Requirements

Under our stock ownership policy, non-employeedirectors are required to accumulate and hold ourcommon stock having a market value equal to atleast six times the amount of the annual boardretainer.

Non-employee directors have five years after theybecome subject to the policy to meet theownership requirements provided that interimownership milestones are achieved during the five-year period. All non-employee directors are incompliance with our stock ownership policy.

Director Compensation Program

Our 2016 non-employee director compensationprogram is summarized below on an annualizedbasis:

Element of Compensation 2016

Board Retainer $ 78,000

Chairman’s Retainer(1) 145,000

Committee Retainer

Audit 15,000

Compensation 15,000

Nominating and Corporate Governance 15,000

Committee Chair Retainer(1)

Audit 10,000

Compensation 10,000

Nominating and Corporate Governance 10,000

Equity Awards ($)(2)

Stock Options 86,000

Restricted Stock Units 86,000

(1) The Chairman’s retainer is in addition to thestandard board retainer, and the committeechair retainer is in addition to the standardcommittee retainer.

(2) Upon being elected as a director at our annualmeeting of shareholders in 2016, each non-employee director received stock options andrestricted stock units each havingapproximately $86,000 in value.


2016 Director Compensation

Name

Fees Earned or

Paid in Cash ($)(1) Stock Awards ($)(2) Option Awards ($)(2) Total ($)

Alison Davis(3) 93,000 86,066 86,007 265,073

Christopher M. Flink(4) 51,330 86,066 86,007 223,403

Daniel P. Kearney(5) 223,000 86,066 86,007 395,073

John Y. Kim(6) 36,880 73,350 73,308 183,538

Dennis F. Lynch(7) 94,875 86,066 86,007 266,948

Denis J. O’Leary(8) 108,000 86,066 86,007 280,073

Glenn M. Renwick(9) 103,000 86,066 86,007 275,073

Kim M. Robak(10) 103,000 86,066 86,007 275,073

JD Sherman(11) 93,000 86,066 86,007 265,073

Doyle R. Simons(12) 93,000 86,066 86,007 265,073

Thomas C. Wertheimer(13) 103,000 86,066 86,007 275,073

(1) This column includes the following amountsdeferred under our non-employee directordeferred compensation plan, a non-qualifieddefined contribution plan: Mr. Kim ($36,880);Mr. O’Leary ($108,000); Mr. Renwick($103,000); Ms. Robak ($51,500); andMr. Simons ($93,000).

(2) We granted each non-employee director, otherthan Mr. Kim, a number of restricted stockunits determined by dividing $86,000 by$102.46, the closing price of our commonstock on May 18, 2016, the date of the grant,rounded up to the next whole restricted stockunit. Mr. Kim joined the board on July 11, 2016and we granted him a pro rata number ofrestricted stock units based on the number ofdays between his date of election and the dateof our next annual meeting of shareholders andusing the closing price of our common stockon July 11, 2016 of $110.30. Accordingly, eachnon-employee director, other than Mr. Kim,received 840 restricted stock units, andMr. Kim received 665 restricted stock units.The restricted stock units vest 100% on theearlier of the first anniversary of the grant dateor immediately prior to the first annual meetingof shareholders following the grant date.

We granted each non-employee director, otherthan Mr. Kim, a number of stock optionsdetermined by dividing $86,000 by a binomialvaluation of an option of one share of ourcommon stock on May 18, 2016, the grantdate, rounded up to the next whole option. We

granted Mr. Kim a pro rata number of stockoptions based on the number of days betweenthe date of his election and the date of ournext annual meeting of shareholders and usingthe binomial valuation of an option of one shareof our common stock on July 11, 2016, thegrant date. Accordingly, we granted an optionto purchase 2,589 shares of our common stockat an exercise price of $102.46 to each non-employee director, other than Mr. Kim, and anoption to purchase 2,050 shares of ourcommon stock at an exercise price of $110.30to Mr. Kim. The options vest 100% on theearlier of the first anniversary of the grant dateor immediately prior to the first annual meetingof shareholders following the grant date.

The dollar amount shown in the table is thegrant date fair value of the award. Informationabout the assumptions that we used todetermine the fair value of equity awards is setforth in our Annual Report on Form 10-K inNote 6 to our Consolidated FinancialStatements for the year ended December 31,2016.

(3) As of December 31, 2016, Ms. Davis held7,431 options to purchase shares of ourcommon stock, 4,842 of which were vested,and 840 unvested restricted stock units.

(4) On May 18, 2016, Mr. Flink received a grant ofrestricted stock units and stock options in themanner described in footnote (2) above. UponMr. Flink’s resignation from our board ofdirectors on June 21, 2016, these awards


terminated without vesting. As of December 31,2016, Mr. Flink did not hold any options topurchase shares of our common stock orrestricted stock units.

(5) As of December 31, 2016, Mr. Kearney held39,634 options to purchase shares of ourcommon stock, 37,045 of which were vested,and 840 unvested restricted stock units.

(6) Mr. Kim’s cash compensation includes pro ratacompensation for service on the boardbeginning in the third quarter of 2016. As ofDecember 31, 2016, Mr. Kim held 2,050options to purchase shares of our commonstock, none of which were vested, and 665unvested restricted stock units.

(7) Mr. Lynch’s cash compensation includes prorata compensation for service on thenominating and corporate governancecommittee beginning in the fourth quarter of2016. As of December 31, 2016, Mr. Lynchheld 18,860 options to purchase shares of ourcommon stock, 16,271 of which were vested,and 840 unvested restricted stock units.

(8) As of December 31, 2016, Mr. O’Leary held48,288 options to purchase shares of ourcommon stock, 45,699 of which were vested,and 840 unvested restricted stock units.

(9) As of December 31, 2016, Mr. Renwick held50,854 options to purchase shares of ourcommon stock, 48,265 of which were vested,and 840 unvested restricted stock units.

(10) As of December 31, 2016, Ms. Robak held31,236 options to purchase shares of ourcommon stock, 28,647 of which were vested,and 840 unvested restricted stock units.

(11) As of December 31, 2016, Mr. Sherman held3,982 options to purchase shares of ourcommon stock, 1,393 of which were vested,and 840 unvested restricted stock units.

(12) As of December 31, 2016, Mr. Simons held49,974 options to purchase shares of ourcommon stock, 47,385 of which were vested,and 840 unvested restricted stock units.

(13) As of December 31, 2016, Mr. Wertheimerheld 50,854 options to purchase shares of ourcommon stock, 48,265 of which were vested,and 840 unvested restricted stock units.


Proposal 2. Advisory Vote to Approve Executive Compensation

Background

We are conducting a non-binding, advisory vote to approve the compensation of our named executiveofficers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securitiesand Exchange Commission, in accordance with Section 14A of the Exchange Act (commonly referred to as“Say-on-Pay”). Our shareholders previously expressed a preference that we hold Say-on-Pay votes on anannual basis, and our board of directors accordingly determined to hold Say-on-Pay votes every year until thenext required advisory vote on the frequency of future Say-on-Pay votes.

Proposed Resolution

We encourage shareholders to review the Compensation Discussion and Analysis section of this proxystatement as well as the tabular and narrative disclosure under the heading “Executive Compensation.” Ourcompensation program for named executive officers is designed to create long-term shareholder value byrewarding performance and includes the following key factors for 2016:

• We delivered solid results in 2016 highlighted by GAAPrevenue growth of 5% and internal revenue growth of4% compared to 2015 and a 39% and 14% increase inGAAP earnings per share and adjusted earnings pershare, respectively, over 2015. Net cash provided byoperating activities and free cash flow also increased6% and 8%, respectively, compared to the prior year.We made progress in strategic areas that we believewill enhance our future results, and we continued toenhance our level of competitive differentiation whichwe believe is essential to sustaining future growth.Internal revenue growth, adjusted earnings per shareand free cash flow are non-GAAP financial measures.See Appendix A to this proxy statement for informationregarding these measures and reconciliations to themost directly comparable GAAP measures.

• Our compensation committee seeks to structurecompensation that incentivizes our leaders to strive formarket-leading performance, which we expect willtransfer into long-term value for our shareholders, andis balanced by the risk of lower performance-basedcompensation when we do not meet our performanceobjectives.

• We have: (i) a stock ownership policy that requires ourexecutive officers to maintain a substantial investmentin Fiserv; (ii) a policy that prohibits executive officersfrom hedging or pledging our stock; and (iii) acompensation recoupment, or “clawback,” policy, all ofwhich we believe align the interests of our namedexecutive officers with those of our shareholders.

• In 2016, we amended the employment agreementswith our chief executive officer to eliminate the excisetax gross-up provisions in those agreements. We donot have excise tax gross-up arrangements with any ofour other executive officers, and we have a policy notto enter into such arrangements in the future.

• We provided compensation in the form of cashincentive awards based on achievement of annualperformance goals and equity compensation thatpromotes long-term financial, operating and strategicperformance by delivering incremental value toexecutive officers to the extent our stock priceincreases over time. Specifically:

• Our compensation committee began grantingperformance share units to certain executiveofficers. The number of shares issued at vesting isdetermined by the company’s achievement ofpre-determined performance goals over a three-yearperiod.

• Not including the grant of performance share units toour chief executive officer in 2016 in connection withthe amendment to his employment agreement:

• Approximately three-quarters of the compensationthat we paid to our named executive officers wasin the form of equity, and

• Almost two-thirds of the aggregate equity awardsgranted to our named executive officers were inthe form of stock options, which deliver value onlyto the extent that the price of our stock increases,and performance share units.

• We generally did not provide perquisites to our namedexecutive officers in 2016.


The board endorses the compensation of ournamed executive officers and recommends thatyou vote in favor of the following resolution:

“RESOLVED, that the shareholders herebyapprove, on an advisory basis, the compensation ofthe company’s named executive officers asdisclosed in this proxy statement pursuant to thecompensation disclosure rules of the Securities andExchange Commission, including under the heading’Compensation Discussion and Analysis’ and in thetabular and narrative disclosures under the heading’Executive Compensation.’”

Vote Required, Effect of Vote andRecommendation of the Board of Directors

To approve, on an advisory basis, the compensationof our named executive officers as disclosed in thisproxy statement, the number of votes cast “for”

the proposal must exceed the number of votes cast“against” the proposal. Unless otherwise specified,the proxies solicited hereby will be voted in favor ofthis proposal.

Because the vote is advisory, it will not be bindingupon the board or the compensation committee,and neither the board nor the compensationcommittee will be required to take any action as aresult of the outcome of the vote on this proposal.Although the outcome of this vote is advisory, thecompensation committee will carefully consider theoutcome of the vote when considering futureexecutive compensation decisions to the extent itcan determine the cause or causes of anysignificant negative voting results.

The board of directors recommends that you

vote ”FOR” Proposal 2.


Compensation Discussion and Analysis

Executive Summary

Named Executive Officer Title

Jeffery W. Yabuki President and Chief Executive Officer

Robert W. Hau Chief Financial Officer and Treasurer

Thomas J. Hirsch Former Chief Financial Officer and Treasurer

Mark A. Ernst Chief Operating Officer

Devin B. McGranahan Group President, Billing and Payments Group

Byron C. Vielehr Group President, Depository Institution Services Group

Overview

The Compensation Discussion and Analysis portion ofthis proxy statement is designed to provide you withinformation regarding our executive compensationphilosophy, how we determine and structureexecutive compensation, including the factors weconsider in making compensation decisions, and ourexecutive compensation policies. The CompensationDiscussion and Analysis focuses on thecompensation of the executive officers identifiedabove (our “named executive officers”).

Several important changes occurred in 2016, includingthat Mr. Hau began serving as our chief financialofficer and treasurer on March 14, 2016, followingMr. Hirsch’s retirement from that position. Mr. Hirschremained at the company to assist our chief executiveofficer with special projects and the transition to hissuccessor until his departure on March 31, 2017. Inaddition, Mr. McGranahan joined Fiserv onOctober 31, 2016 as a group president.

Our Business

Our mission is to provide integrated technology andservices solutions that enable best-in-class resultsfor our clients. We pursue this goal with strategiesfocused on innovative product development,service quality, improved cost effectiveness,aggressive solicitation of new clients anddisciplined capital deployment, including strategicacquisitions and divestitures. We face significantcompetition from domestic and internationalcompanies that are aggressive and well financed.Our industry is characterized by rapidly changingtechnology, evolving industry standards and

frequent new product introductions. In order toimplement our strategic plan, we need to assembleand maintain a leadership team with the integrity,skills and dedication to execute our initiatives. Webelieve that executive officer compensation can beused to help us achieve our objectives by “payingfor performance,” thereby aligning the interests ofour executive officers with those of ourshareholders

2016 Business Highlights

We delivered solid results in 2016 highlighted byGAAP revenue growth of 5% and internal revenuegrowth of 4% compared to 2015 as well as GAAPearnings per share of $4.15 and adjusted earningsper share of $4.43. This represents a 39% and 14%increase in GAAP earnings per share and adjustedearnings per share, respectively, over 2015. Wealso had net cash provided by operating activities of$1.43 billion and free cash flow of $1.08 billion in2016, a 6% and 8% increase, respectively,compared to the prior year. We made progress instrategic areas that we believe will enhance ourfuture results, and we continued to enhance ourlevel of competitive differentiation which webelieve is essential to sustaining future growth.Executive officer compensation for 2016 was paidor awarded in the context of these results.

Internal revenue growth, adjusted earnings pershare and free cash flow are non-GAAP financialmeasures. See Appendix A to this proxy statementfor information regarding these measures andreconciliations to the most directly comparableGAAP measures.


Executive Compensation Practices

Our compensation program is designed to create long-term value for our shareholders by rewardingperformance and sustainable growth. The table below summarizes our current compensation practices aswell as those practices we have not implemented because we do not believe they advance the goals of ourcompensation program:

What We Do

Our compensation committee seeks tostructure compensation that incentivizes ourleaders to strive for market-leadingperformance, which we expect will transfer intolong-term value for our shareholders, and isbalanced by the risk of lower performance-based compensation when we do not meet ourperformance objectives.

We provide cash incentive awards based onachievement of annual performance goals andequity compensation that promotes long-termfinancial, operating and strategic performanceby delivering incremental value to executiveofficers to the extent our stock price increasesover time.

In 2016, we began granting performance shareunits to certain executive officers. The numberof shares issued at vesting is determined by theachievement of pre-determined performancegoals over a three-year period.

We have a stock ownership policy that requiresour executive officers to acquire and maintain asignificant amount of Fiserv equity to furtheralign their interests with those of our long-termshareholders.

We have a policy that prohibits our executiveofficers from hedging or pledging Fiserv stock.

We have a compensation recoupment, or“clawback,” policy.

What We Don’t Do

In 2016, we amended the employmentagreements with our chief executive officer toeliminate the excise tax gross-up provisions inthose agreements. We do not have excise taxgross-up arrangements with any of our otherexecutive officers, and we have a policy not toenter into such arrangements in the future.

We don’t provide separate pension programs ora supplemental executive retirement plan to ournamed executive officers.

We generally don’t provide personal-benefitperquisites to our named executive officers.


2016 Compensation Matters

For 2016, we paid cash incentive awards to namedexecutive officers below target because although weexceeded our target adjusted earnings per shareand, if applicable, target consolidated net operatingprofit performance goals, our internal revenuegrowth results were below target.

Messrs. Hau and McGranahan received equityincentive awards in 2016 as an inducement to joinour company and to immediately and strongly aligntheir interests with those of our shareholders. Theother named executive officers received annualequity incentive awards in 2016 at or above targetlevels, which included performance share units inthe case of Messrs. Ernst and Vielehr. In addition,Mr. Yabuki received a grant of performance shareunits in 2016 in connection with the amendment ofhis employment agreement which extended hisemployment term for at least three more years andeliminated his excise tax gross-up benefit.

Not including the grant of performance share units toour chief executive officer in 2016, approximatelythree-quarters of the compensation we paid to ournamed executive officers was in the form of equityand almost two-thirds of the aggregate equityawards granted to our named executive officerswere in the form of stock options, which delivervalue only to the extent that the price of our stockincreases, and performance share units. In addition,more than one-quarter of the aggregate annualequity awards granted to Messrs. Ernst and Vielehrwere in the form of performance share units whichvest only upon the achievement of performancegoals over a three-year performance period.

Recent Developments

In 2016, our compensation committee begangranting performance share units to certainexecutive officers. For certain executive officers,the performance share units represent additionalcompensation; for others they change the overallmix of equity incentive awards granted. Theperformance share units granted in 2016 have athree-year performance period. The number ofshares issued at vesting will be determined by thecompany’s achievement of internal revenue growthgoals, subject to attaining a threshold level ofadjusted income from continuing operations overthe three-year period, and will range from 0% to200% of the target award. In addition, in 2016, weentered into amendments to the employmentagreement and key executive employment and

severance agreement with our chief executiveofficer. Under the amendments, he will continue toserve as our president and chief executive officerfor at least another three-year term, and weeliminated the excise tax gross-up provisions in hisagreements.

Determining and Structuring Compensation

Compensation Philosophy and Objectives

Our executive officers are critical to our long-termsuccess; therefore, we need to be competitive withcompanies that require talent aligned to our product,technology and service roadmaps. We seek to payour executive officers at levels that are competitivewith other employers, both within and outside of ourindustry, to secure the best talent possible for all ourstakeholders. Consistent with Fiserv’s “pay forperformance” philosophy, the compensationcommittee seeks to structure compensation thatincentivizes our leaders to strive for market-leadingperformance, which we expect will transfer into long-term value for our shareholders, and is balanced bythe risk of lower performance-based compensationwhen we do not meet our performance objectives.We also seek to structure our compensation plans ina manner that is understandable to our shareholdersand that is consistent with good corporategovernance practices.

The goal of our executive compensation program isthe same as our goal for operating our company: tocreate long-term value for our shareholders andclients. To this end, we design our compensationprogram to reward our executive officers forsustained financial, operating and strategicperformance, to align their interests with those ofour shareholders, and to encourage them to remainwith the company for long and productive careers.

Determining Compensation

The Compensation Committee’s Role

The compensation committee of the board ofdirectors is responsible for:

• approving executive officer compensation

• approving compensation programs and plans in whichour executive officers participate

• reviewing compensation-related risk

• administering our equity incentive plans includingcompliance with executive stock ownershiprequirements


• approving severance or similar termination payments toexecutive officers

• overseeing regulatory compliance with respect tocompensation matters

With respect to executive officers, at the beginning ofeach year, the compensation committee sets basesalaries, approves cash incentive awards for the prioryear’s performance, approves equity incentiveawards, and establishes objective performancetargets.

Management’s Role

Our chief executive officer makes recommendationsto our compensation committee concerning thecompensation of executive officers other thanhimself, although performance measures included inhis recommendations may apply generally to allexecutive officers. For example, when formulatingrecommendations to the compensation committeeregarding the compensation of a group president,our chief executive officer considers, among otherfactors, the group’s internal revenue growth, netoperating profit, strategic progress, talentdevelopment, operational excellence and marketdata. Our chief executive officer annually completesa self-appraisal of his performance. For 2016, hisself-appraisal focused on strategic impact, growth,talent development, risk management and financialresults. The appraisal, and the recommendations ofthe nominating and corporate governancecommittee, which administers the annual evaluationof the chief executive officer by the board, isconsidered by the committee in its annual review ofour chief executive officer’s performance andcompensation. Our chief executive officer does notattend the portion of any compensation committeemeeting during which the committee deliberates onmatters related specifically to his compensation.

Consultant’s Role

During 2016, the compensation committeeengaged Meridian Compensation Partners, LLC(“Meridian”) to advise the committee regarding thedesign elements of a performance-based equitycompensation program. In addition, Meridianprovided management with market compensationdata and assistance with tally sheet calculations.Management also obtained market compensationdata from Willis Towers Watson in 2016 pursuantto a standard data subscription. As furtherdescribed herein, management used this marketdata to make recommendations to the committeeregarding compensation matters. The committeeconcluded that management’s work with Meridian

did not impair Meridian’s ability to provideindependent advice regarding executivecompensation matters because of the de minimisrevenue associated with the services that Meridianprovided and Meridian’s policies and proceduresensuring independence.

Tally Sheets

The compensation committee reviews executiveofficer compensation tally sheets each year. Thesesummaries set forth the dollar amount of allcomponents of each named executive officer’scompensation, including base salary, annual targetcash incentive compensation, annual target equityincentive compensation, value of unvested equity,potential severance, and employer contributions to401(k) savings plans, allowing the committee to seewhat an executive officer’s total compensation isand how a potential change to an element of ourcompensation program would affect an executiveofficer’s overall compensation.

Shareholder Advisory Vote on Named ExecutiveOfficer Compensation

At our 2016 annual meeting, our shareholdersapproved, by approximately 96% of the votes cast,the compensation of our named executive officersas disclosed in our 2016 proxy statement. Thecompensation committee considered the results ofthe 2016 advisory vote at its meeting in February2017. Because a substantial majority of ourshareholders approved the compensation programdescribed in the proxy statement for the 2016annual meeting, the compensation committee didnot implement changes to our executivecompensation program as a result of theshareholder advisory vote. The compensationcommittee will continue to consider the results ofshareholder advisory votes about our namedexecutive officer compensation.


Structuring Compensation

Components of Compensation

The elements of compensation that we provided to our named executive officers for 2016 were base salary,annual cash incentive awards and equity incentive awards.

Type Elements Description

Short-Term Compensation Base Salary •••

Fixed annual amountProvides a level of income securityUsed to determine pay-based incentives

Annual Cash Incentive • Annual cash award based on achievementof defined performance metrics

Long-Term Compensation Stock Options andRestricted Stock Units

• Equity grants that vest over a period ofseveral years

Performance Share Units • Equity grants where the number of sharesissued at vesting is determined by theachievement of pre-determined financialperformance goals

Base Salary

We provide base salary to compensate an executiveofficer for his or her regular work. When determiningbase salaries, the compensation committeeconsiders market data, an executive officer’s scopeof responsibilities, the market value of theirexperience, overall effectiveness, and, except in thecase of the base salary of our chief executive officer,the recommendations of our chief executive officer.

Cash Incentive Award

We believe it is important to provide annual cashincentives to motivate our executive officers to attainspecific short-term performance objectives that, inturn, further our achievement of long-term objectives.We seek to offer cash awards in large enoughproportion to base salary to ensure that a significantportion of each executive officer’s cash compensationis “at risk” and payable only upon the achievement ofdefined objectives. Our compensation committeeannually determines the performance goals for andpotential amounts of our cash incentive awards.

Equity Incentive Award

In 2016, we provided compensation to our namedexecutive officers in the form of time-vesting stockoptions and restricted stock units and, in some cases,performance share units. Stock options delivercompensation to an executive officer only to theextent our stock price increases over the term of theaward. Restricted stock units are settled in

shares of common stock upon vesting. Webelieve restricted stock units serve as a strongreward and retention device, encouraging ourexecutive officers to stay with the company untilthe restricted stock units vest. The number ofshares issued pursuant to performance shareunits is determined by the achievement ofpre-determined performance goals.

We believe that the grants of stock options andrestricted stock units in 2016 effectively balancedour objective of focusing our executive officers ondelivering long-term value to our shareholderswith our objective of providing value to executiveofficers. Furthermore, we believe the introductionof performance share units in 2016 reinforces ourpay-for-performance philosophy by emphasizingthe relationship between compensation and theachievement of long-term performance objectives.Equity awards support our objective of aligningour executive officers’ interests with those of ourshareholders by tying the value of this componentof compensation to changes in shareholder value.

When making equity award decisions, we do notconsider existing equity ownership because we donot want to discourage executive officers fromholding significant amounts of our common stock.We also do not review realized compensation fromprior equity awards when making currentcompensation decisions. If the value of equity awardsgranted in prior years increases significantly in futureyears, we do not believe that this positivedevelopment should impact current compensationdecisions.


Mix of Compensation Components

We believe that the mix of compensation that we pay helps us to achieve our compensation objectives.

Components Objectives

Fixed and variable compensation We seek to increase the percentage of total pay that is “atrisk” as executive officers move to greater levels ofresponsibility, with direct impact on company results.

Short-term and long-term focus We seek to create incentives to achieve near-term goals byproviding annual cash incentives, which are based onannual performance measures. We seek to createincentives to achieve long-term goals by granting equityawards with multi-year vesting periods, the ultimate valueof which depends on our share price. These awardspromote retention and align the interests of our executiveofficers and shareholders. In 2016, we also began grantingequity awards with multi-year performance periods tofurther promote the achievement of long-termperformance objectives linked to our enterprise strategicgoals.

Cash and equity compensation We believe that executive officers in positions that moredirectly affect corporate performance should have as theirmain priority profitably growing the company. Accordingly,we generally structure the target compensation of theseexecutive officers so that they receive a significant portionof their compensation in the form of equity. Using equity inthis manner further aligns executive officers’ interests withthose of our shareholders, encourages retention andrewards our executive officers if we succeed.

Peer Group

To determine peer group compensation for an executive officer, the committee reviewed publicly availableproxy and survey data regarding comparable executive officer positions and the compensation paid to ourother executive officers in light of their relative functional responsibilities and experience. Notwithstandingthe use of benchmarking as a tool to set compensation, comparison data only provides a context for thedecisions that the compensation committee makes. The committee may also consider, among othermatters, market trends in executive compensation, the percentage that each component of compensationcomprises of an executive officer’s total compensation and the executive officer’s tenure in position. Thepeer group that we used for 2016 and that the committee approved is set forth below:

Alliance Data Systems Corporation Equifax Inc. Paychex, Inc.

Automatic Data Processing, Inc. Fidelity National Information Services, Inc. Total System Services, Inc.

Convergys Corporation Intuit Inc. Unisys Corporation

Discover Financial Services Jack Henry & Associates, Inc. Visa Inc.

DST Systems, Inc. MasterCard Incorporated The Western Union Company

The Dun & Bradstreet Corporation NCR Corporation


We believe our peer group is comprised of companies comparable to ours based on our industry, company sizeand competition for managerial talent. In this regard, we include: companies that compete with us formanagerial talent; companies that directly compete with us in our primary businesses; companies with similarbusiness models in similar industries because they reflect the complexities inherent in managing anorganization with multiple business lines and revenue sources; and other publicly traded business-to-business,service-based companies that are of similar size based primarily on annual revenue and market capitalization.

2016 Named Executive Officer Compensation

Base Salaries

We did not increase the base salaries of our named executive officers in 2016. We have not increased thebase salary of our chief executive officer in the last eleven years. Mr. Hirsch’s base salary was reduced whenhe retired as our chief financial officer on March 14, 2016 to reflect the reduced scope of his responsibilitieswhile remaining with the company.

Cash Incentive Awards

Certain Terminology

In this section of the proxy statement, we use a number of financial terms. Adjusted earnings per share,internal revenue growth and consolidated net operating profit are non-GAAP financial measures. SeeAppendix A to this proxy statement for a definition of these measures.

Messrs. Yabuki and Hau

The cash incentive payments to Messrs. Yabuki and Hau for 2016 were based on adjusted earnings pershare and internal revenue growth. We use adjusted earnings per share as a performance measure becausewe believe that there is a direct correlation between the increase in adjusted earnings per share andshareholder value. We use internal revenue growth because we believe that the long-term value of ourenterprise depends on our ability to grow revenue without regard to acquisitions. For 2016, we set the targetadjusted earnings per share performance goal at $4.34, which represented a 12% increase over our 2015adjusted earnings per share. For 2016, we set the target internal revenue growth performance goal at 4.9%compared to internal revenue growth of 4.3% in 2015. For 2016, the threshold, target, maximum and actualamounts for Messrs. Yabuki and Hau were as follows:

Performance Measure (weighting) Threshold Target Maximum Actual

Adjusted Earnings Per Share (60%) $4.18 $4.34 $4.57 or more $4.43

Internal Revenue Growth (40%) 3.0% 4.9% 7.0% or more 3.7%

Award as a Percentage of Base Salary (on anannualized basis, as applicable)

J. Yabuki 88% 175% 350% 165%

R. Hau 55% 110% 220% 104%

Mr. Hirsch

Mr. Hirsch did not receive a cash incentive payment for 2016 given the reduced scope of his responsibilitiesonce he retired as our chief financial officer on March 14, 2016.


Mr. Ernst

The cash incentive payment to Mr. Ernst for 2016 was based on achievement of adjusted earnings per share,internal revenue growth and consolidated net operating profit. Similar to other named executive officers,these company-wide performance measures are designed to drive internal revenue growth and profitability.In addition, we use consolidated net operating profit because we believe Mr. Ernst has the ability to drivehigh quality revenue growth and effectively manage our costs through operational effectiveness programs.For 2016, the threshold, target, maximum and actual amounts for Mr. Ernst were as follows:




Consolidated Net Operating Profit(in millions) (30%) $1,669 $1,719 $1,815 $1,734

Award as a Percentage of Base Salary 68% 135% 270% 116%

Messrs. McGranahan and Vielehr

The cash incentive payment to each of Messrs. McGranahan and Vielehr for 2016 was based on theachievement of adjusted earnings per share, internal revenue growth, consolidated net operating profit andgroup-level results (group net operating profit and group adjusted revenue, equally weighted). Similar to othernamed executive officers, adjusted earnings per share, internal revenue growth and consolidated netoperating profit are designed to drive internal revenue growth and profitability, and Mr. McGranahan andMr. Vielehr have the ability to significantly impact those results as the president of our Billing and PaymentsGroup and Depository Institution Services Group, respectively. We use the group-level results because webelieve they are most relevant to, and can be most directly influenced by, Messrs. McGranahan and Vielehr.The adjusted earnings per share, internal revenue growth and consolidated net operating profit threshold,target and maximum goals for Messrs. McGranahan and Vielehr were set at the same levels set forth abovefor our other named executive officers. With respect to group net operating profit and group adjustedrevenue, we set the performance goal levels for each of Mr. McGranahan and Mr. Vielehr such that webelieved that it would be unlikely that the top end of the range would be achieved, but it would be reasonablylikely that the target could be achieved. For 2016, the threshold, target, maximum and actual results were asfollows:




Consolidated Net Operating Profit(in millions) (15%) $1,669 $1,719 $1,815 $1,734

Group-Level Results (40%)

Award as a Percentage of Base Salary (on anannualized basis, as applicable)

D. McGranahan(1) 58% 115% 230% 35%

B. Vielehr 55% 110% 220% 84%

(1) Mr. McGranahan’s cash incentive payment for 2016 was pro-rated to reflect his period of service from October 31 toDecember 31, 2016.

The 2016 award as a percentage of base salary shown in the tables above for all named executive officersincludes a reduction of the annual cash incentive payment by the committee, upon the recommendation ofmanagement, based on the company’s progress against certain corporate initiatives for 2016.


Equity Incentive Awards

Overview

The committee established threshold, target and maximum values of total equity awards, expressed as apercentage of base salary, for the named executive officers who were eligible for annual equity incentiveawards in 2016. On February 19, 2016, we granted equity awards to the named executive officers other thanMessrs. Hau and McGranahan based on the level of an executive officer’s responsibilities within thecompany and the committee’s judgment of each executive’s performance with respect to strategic impact,building of organizational capacity, talent development, risk management, financial results, including adjustedearnings per share and internal revenue growth, and, other than with respect to his own awards, therecommendation of our chief executive officer. As discussed below, Messrs. Hau and McGranahan receivedsign-on equity awards rather than annual equity awards in 2016, and Mr. Yabuki also received a grant ofperformance share units in connection with the amendment of his employment agreement.

Performance Share Units

Our compensation committee began granting performance share units in 2016 to further align the long-terminterests of our named executive officers with those of our shareholders. The performance share units havea three-year performance period. The number of shares issued at vesting will be determined by thecompany’s achievement of internal revenue growth goals, subject to attaining a threshold level of adjustedincome from continuing operations over the three-year period, and will range from 0% to 200% of the targetaward. The committee chose adjusted income from continuing operations as the threshold performancemeasure because we believe there should be a minimum level of income generated before long-term,performance-based awards pay out. We also use internal revenue growth as the performance measure todetermine the level of vesting because we believe that the long-term value of our enterprise is linked to ourability to grow revenue without regard to acquisitions. The committee did not grant performance share unitsto Mr. Hirsch due to his expected retirement as our chief financial officer in March 2016, nor did thecommittee grant performance share units as part of Mr. Yabuki’s annual award in anticipation of the awardgranted in connection with an amendment to his employment agreement as further described below.

Equity Mix

The equity mix awarded by the committee is consistent with our objective of emphasizing performance-based compensation and aligning our executive officers’ economic interests with those of our shareholders.For those who received performance share units as part of their annual award, the committee determinedthe number of performance share units that would vest at target based on anticipated performance andability to drive high quality revenue growth over the three-year performance period. Performance share units,at target, represent more than one-quarter of the aggregate grant date fair value of all equity granted toMessrs. Ernst and Vielehr in 2016. The mix of options and restricted stock units granted is determined by thecommittee based in part on the recommendation of the chief executive officer and an understanding ofindividual preference.

Annual Equity Awards

For 2016, the compensation committee increased the target and maximum equity awards available toMr. Ernst to provide him with an equity opportunity that is better aligned with the equity compensationavailable to individuals holding a similar position at our peer companies considering his level of skill,experience and performance. Mr. Vielehr’s award for 2016 reflects his performance and expanded scope ofresponsibilities and is designed to further enhance his long-term retention. The threshold, target andmaximum equity awards for our other named executive officers were set at levels commensurate with theirexperience and responsibilities and comparable to the equity compensation available to individuals holding


similar positions at our peer companies. The grant date fair value of the annual equity incentive awards,performance share units at target, restricted stock units and options combined, as a percentage of basesalary were as follows:

Percent of Base Salary (%)

Threshold Target Maximum Actual Award(1)

J. Yabuki 238% 476% 952% 833%

T. Hirsch 100% 275% 400% 275%

M. Ernst 100% 333% 500% 367%

B. Vielehr 100% 200% 300% 383%

(1) Mr. Yabuki’s annual award does not include the performance share units granted to him in March 2016 in connectionwith the amendment to his employment agreement as further described below. The actual award expressed as apercentage of base salary for Mr. Hirsch is based on his annualized base salary of $500,000 at the time of grant whenMr. Hirsch still served as our chief financial officer. The actual awards expressed as a percentage of base salary forMessrs. Ernst and Vielehr include the grant date fair value of the performance share units granted in 2016 at the targetaward level. The value realized by each of them at the end of the three-year performance period will depend on thecompany’s achievement of internal revenue growth goals, subject to attaining a threshold level of adjusted incomefrom continuing operations, over the three-year period and will range from 0% to 200% of the target award.

Messrs. Hau and McGranahan

To induce each of them to join the company, on March 14, 2016, Mr. Hau received stock options andrestricted stock units having an aggregate grant date fair value of approximately $5.5 million, and onOctober 31, 2016, Mr. McGranahan received stock options and restricted stock units having an aggregategrant date fair value of approximately $3.2 million. These grants were intended to immediately and stronglyalign Mr. Hau’s and Mr. McGranahan’s interests with those of our shareholders. Messrs. Hau andMcGranahan first became eligible to receive an annual equity incentive award in February 2017.

Mr. Yabuki

In March 2016, Mr. Yabuki’s employment agreement was amended as discussed further below under “–Employment and Other Agreements with Executive Officers – Yabuki Employment Agreement.” Amongother things, pursuant to this amendment, Mr. Yabuki agreed to an extension of his term as our chiefexecutive officer for at least three years and the elimination of his excise tax gross-up benefit. As required bythis amendment, in 2016, our compensation committee made a grant of performance share units toMr. Yabuki with a grant date fair value, at target, of approximately $12 million. The committee made thisaward to Mr. Yabuki in connection with this amendment to further incentivize his continuing and valuablecontributions to our success through the development and execution of our strategic objectives and thecreation of value for our shareholders, clients and associates.

His performance share units vest at the end of a three-year performance period based upon the company’sinternal revenue growth over the three-year period (80% weighting) and, as determined by the committee inits discretion, talent development goals (20% weighting), subject to attaining a threshold level of adjustedincome from continuing operations which, if not met, will result in no vesting of the performance share units.The portion of the award subject to internal revenue growth will vest at 0% to 200% of target depending onthe company’s achievement of internal revenue growth goals over the three-year period. The portion of theaward subject to achievement of talent development goals will vest at 0% to 200% depending on thecommittee’s assessment of Mr. Yabuki’s performance at the end of three years with respect to seniorexecutive talent development.

In addition, we amended Mr. Yabuki’s employment agreement to provide that, beginning in 2017, he willreceive annual grants of options, restricted stock units and/or other awards under our long-term incentivecompensation program commensurate with his position and with an aggregate grant date fair value of notless than $8 million. The compensation committee retains discretion to increase the value of his award.


Other Elements of Compensation

Employee Stock Purchase Plan

We maintain a tax-qualified employee stockpurchase plan that is generally available to allemployees, including executive officers, whichallows employees to acquire our common stock ata discounted price on an after-tax basis. This planallows employees to buy our common stock at a15% discount to the market price with up to 10%of their salary and incentives (up to a maximum of$25,000 in any calendar year), with the objective ofallowing employees to benefit when the value ofour stock increases over time.

Post-Employment Benefits

We provide severance and change-in-controlprotections to our named executive officersthrough agreements which are discussed belowunder the heading “– Employment and OtherAgreements with Executive Officers.”

Perquisites

In 2016, we did not provide any personal-benefitperquisites to our named executive officers otherthan relocation-related expenses disclosed infootnote 4 to the Summary Compensation Tablebelow and participation in an executive physicalprogram.

Retirement Savings Plan and Health and WelfareBenefits

We provide subsidized health and welfare benefitswhich include medical, dental, life insurance,disability insurance and paid time off. Executiveofficers are entitled to participate in our health,welfare and 401(k) savings plans on generally thesame terms and conditions as other employees,subject to limitations under applicable law. Wesubsidize supplemental long-term disabilitycoverage for executive officers. We do not providea separate pension program or a supplementalexecutive retirement plan. Our employees,including executive officers, are immediatelyeligible for matching contributions under our 401(k)savings plan. Our matching contributions are

capped at 3% of annual cash compensation andvest after two years.

Nonqualified Deferred Compensation Plan

Our named executive officers, along with otherhighly compensated employees, are eligible toparticipate in a non-qualified deferred compensationplan pursuant to which they can defer cashcompensation and have their accounts creditedwith earnings based on the participant’s selectionof investment choices similar to our 401(k) savingsplan. We do not make any contributions to thisplan. Please see “Executive Compensation –Non-Qualified Deferred Compensation Plan in2016” below for additional information.

Additional Compensation Policies

Securities Trading Policy

We prohibit our executive officers from trading inour common stock during certain periods at the endof each quarter until after we disclose our financialand operating results unless such trading occursunder an approved Rule 10b5-1 plan. We mayimpose additional restricted trading periods at anytime if we believe trading by executive officerswould not be appropriate because of developmentsthat are, or could be, material. In addition, werequire pre-clearance by our chief legal officer andour chief executive officer of all stock transactionsby designated senior members of management andour board of directors, including the establishmentof a Rule 10b5-1 trading plan.

We also prohibit our employees, officers anddirectors from hedging or engaging in short sales ofour stock. Furthermore, directors and executiveofficers are prohibited from pledging our stock andfrom entering into transactions in derivativeinstruments in connection with our stock.

Stock Ownership

We believe that stock ownership by our executiveofficers is essential for aligning management’slong-term interests with those of our shareholders.To emphasize this principle, we maintain a stockownership policy that requires our chief executiveofficer to own equity having a value of at least sixtimes his base salary and our other executive


officers to own equity having a value of at least fourtimes their respective base salaries. We believethat these levels are sufficiently high todemonstrate a commitment to value creation, whilesatisfying our executive officers’ needs for portfoliodiversification. All executive officers are expectedto satisfy the stock ownership requirements withinfive years after they become subject to them withminimum attainment levels beginning at the end ofthe second year. All named executive officers are incompliance with the requirements.

Compensation Recoupment Policy

In the event that we restate our financial results,we may recover all or a portion of the incentiveawards that we paid or granted, or that vested, onthe basis of such results. Recovery may be sought,in the discretion of the board, from any person whowas serving as an executive officer of the companyat the time the original results were published. Bothcash and equity incentive awards are subject torecoupment; there is no time limit on our ability torecover such amounts, other than limits imposedby law; and recoupment is available to usregardless of whether the individuals subject torecoupment are still employed by us whenrepayment is required. To the extent recoupment issought, the board of directors may, in its discretion,seek to recover interest on amounts recovered and/or costs of collection and we have the right tooffset the repayment amount from anycompensation owed by us to any executive officer.The independent members of our board ofdirectors, or a committee thereof comprised solelyof independent directors, are responsible fordetermining whether recoupment is appropriateand the specific amount, if any, to be recouped byus.

Equity Award Grant Practices

The compensation committee generally approvesannual equity awards during its regularly-scheduledFebruary meeting, after we issue our financialresults for the prior year. In addition, in order toaccommodate the need for periodic awards, suchas in connection with newly hired employees,promotions or retention awards, the compensationcommittee delegates its authority to our chiefexecutive officer and chief operating officer toenable such individuals to grant equity awards

within certain parameters; provided that all grantsto directors and executive officers are specificallymade by the compensation committee. Our equitygrant policy prescribes the timing of awards orspecific grant dates. Under the Incentive Plan, theexercise price of all options to purchase shares ofour common stock may not be less than the closingprice of our common stock on the NASDAQ stockmarket on the grant date.

Deductibility of Compensation

Section 162(m) of the Internal Revenue Codeplaces a limit of $1,000,000 on the amount ofcompensation that we may deduct from our taxableincome for federal income tax purposes in any oneyear with respect to our named executive officers(other than our chief financial officer). Certainperformance-based compensation is not subject tothe deduction limit. It is generally our intention toqualify compensation payments for tax deductibilityunder Section 162(m). Notwithstanding ourintentions, because of ambiguities anduncertainties as to the application and interpretationof Section 162(m) and the regulations issuedthereunder, no assurance can be given thatcompensation intended to satisfy the requirementsfor deductibility under Section 162(m) will soqualify. Our compensation committee reserves theright to provide compensation that does not qualifyas performance-based compensation under Section162(m) to the extent it believes such compensationis necessary to continue to provide competitivearrangements intended to attract and retain, andprovide appropriate incentives to, qualified officersand other key employees.

Employment and Other Agreements withExecutive Officers

Yabuki Employment Agreement

In 2016, we amended the employment agreementwith Mr. Yabuki to provide that Mr. Yabuki willcontinue to serve as our president and chiefexecutive officer for at least another three-yearterm and, subject to election by our shareholders,as a director. After the current three-year term endsin 2018, the agreement automatically renews forone-year terms unless either party gives the other90 days prior written notice of his or its desire toterminate the agreement.


Under his employment agreement, as amended in2016, Mr. Yabuki is entitled: (i) to receive an annualsalary of at least $840,000; (ii) to participate in ourexecutive incentive compensation plan with atarget and maximum cash incentive award of notless than 175% and 350% of his base salary,respectively; (iii) to receive grants of options,restricted stock and/or other awards under our long-term incentive compensation programcommensurate with his position, provided that,beginning in 2017, the grant date fair value of eachyear’s award shall not be less than $8 million; and(iv) to participate in our employee benefit plans,welfare benefit plans, retirement plans and otherstandard benefits as are generally made available toour executive officers. In addition, the 2016amendment provides for the elimination of theexcise tax gross-up provision in his existingemployment agreement and for a one-time grant ofperformance share units. The performance shareunits have a grant date fair value of approximately$12 million and vest at the end of a three-yearperformance period only upon the achievement ofspecified internal revenue growth and talentdevelopment goals, subject to attaining a thresholdlevel of adjusted income from continuing operationsover such three-year period. In the event of aconflict between his employment agreement andthe terms of an equity award agreement, hisemployment agreement will control unless theequity award agreement provides a more favorablebenefit. The terms of Mr. Yabuki’s employmentagreement and key executive employment andseverance agreement, or “KEESA,” resulted froman arm’s-length negotiation, and, as a result, webelieve the terms reflect the market terms for theleader of a company of our size in our industry.

Hau and McGranahan Agreements

We entered into an agreement with each ofMessrs. Hau and McGranahan in 2016 inconnection with the start of their employment withus. Under Mr. Hau’s agreement, he is entitled to:(i) receive an annual salary of at least $625,000; (ii)participate in our annual cash incentive plan with atarget and maximum award of 110% and 220% ofbase salary, respectively; (iii) participate in ourannual equity incentive plan beginning in February2017 with an annual target of $2,000,000; (iv) asign-on equity grant of $2,500,000 of restrictedstock units and $3,000,000 of stock options, each

of which will vest one-half on each of the third andfourth anniversaries of grant; (v) a one-time cashaward of $500,000 which was paid on April 15,2016 and must be repaid if he leaves Fiserv within24 months; and (vi) reimbursement of relocationexpenses.

Under his agreement, Mr. McGranahan is entitledto: (i) receive an annual salary of at least $510,000;(ii) participate in our annual cash incentive plan witha target and maximum award of 115% and 230%of base salary, respectively; (iii) participate in ourannual equity incentive plan beginning in February2017 with an annual target of $1,000,000; (iv) asign-on equity grant of $1,000,000 of restrictedstock units and $2,200,000 of stock options, eachof which will vest one-half on each of the third andfourth anniversaries of grant; (v) a one-time cashaward of $500,000 to be paid in two equalinstallments 90 days and 12 months after his startdate and which must be repaid if he leaves Fiservwithin 24 months; (vi) an additional equity award of$3,000,000 in February 2020, subject to hiscontinued full-time employment in good standing,which will vest in equal installments on the thirdand fourth anniversaries of grant; and(vii) reimbursement of relocation expenses.

In addition, Messrs. Hau and McGranahan areentitled to participate in our employee benefitplans, welfare benefit plans, retirement plans andother standard benefits as are generally madeavailable to our executive officers. The terms ofMr. Hau’s and Mr. McGranahan’s agreements andKEESAs resulted from arm’s-length negotiations,and, as a result, we believe the terms reflect themarket terms for a leader of a company of our sizein our industry.

Ernst and Vielehr Employment Agreements

We entered into an employment agreement witheach of Messrs. Ernst and Vielehr pursuant towhich we agreed to employ them until one partyprovides the other with a notice of termination.Under their employment agreements,Messrs. Ernst and Vielehr are entitled to: (i) receivean annual salary of at least $525,000 and $470,000,respectively; (ii) participate in our executive cashincentive compensation plan; and (iii) participate inour executive long-term equity incentivecompensation program with an annual target of at


least 200% of base salary. In addition, Messrs.Ernst and Vielehr are entitled to participate in ouremployee benefit plans, welfare benefit plans,retirement plans and other standard benefits as aregenerally made available to our executive officers.The terms of Mr. Ernst’s and Mr. Vielehr’semployment agreements and KEESAs resultedfrom arm’s-length negotiations, and, as a result, webelieve the terms reflect the market terms for aleader of a company of our size in our industry.

Key Executive Employment and Severance

Agreements

We have entered into KEESAs, with our executiveofficers that provide for potential benefits inconnection with a change in control. A completediscussion of the terms of the KEESAs, togetherwith an estimate of the amounts potentially payableunder each KEESA, appears below under theheading “Potential Payments Upon Termination orChange in Control.”


Compensation Committee Report

The compensation committee has reviewed anddiscussed the “Compensation Discussion andAnalysis” contained in this proxy statement withmanagement. Based on our review and thediscussions with management, the compensationcommittee recommended to the board of directorsthat the Compensation Discussion and Analysis beincluded in this proxy statement and incorporatedby reference in our Annual Report on Form 10-K forthe year ended December 31, 2016.

Glenn M. Renwick, ChairmanDennis F. LynchDoyle R. Simons

Compensation Committee Interlocks andInsider Participation

During the last fiscal year, there were nocompensation committee interlocks between usand other entities involving our executive officersand directors who serve as executive officers ordirectors of such other entities. During the lastcompleted fiscal year, no member of thecompensation committee was a current or formerofficer or employee.


Executive Compensation

Summary Compensation Table

The following table sets forth in summary form the compensation of our chief executive officer, our currentand former chief financial officer and our next three highest paid executive officers (collectively, our “namedexecutive officers”) for the year ended December 31, 2016.

Name and

Principal Position Year Salary Bonus

Stock

Awards(1)(2)

Option

Awards(1)

Non-Equity

Incentive Plan

Compensation(3)

All Other

Compensation(4) Total

Jeffery W. Yabuki 2016 $840,000 — $14,680,135 $4,320,031 $1,389,679 $ 11,937 $21,241,782President and Chief 2015 840,000 — 1,288,041 6,535,501 1,328,040 9,737 10,001,319Executive Officer 2014 840,000 — 1,078,613 4,722,371 1,622,880 12,053 8,275,917Robert W. Hau(5) 2016 499,599 $500,000 2,500,008 3,000,004 649,935 151,244 7,300,790Chief Financial Officerand TreasurerThomas J. Hirsch(6) 2016 340,256 — 687,568 687,506 — 13,548 1,728,878Former Chief Financial 2015 500,000 — 850,025 1,001,972 579,700 11,348 2,943,045Officer and Treasurer 2014 500,000 — 650,028 650,004 644,000 12,427 2,456,459Mark A. Ernst 2016 600,000 — 500,067 1,700,028 695,936 12,517 3,508,548Chief Operating Officer 2015 600,000 — — 1,972,804 824,823 11,267 3,408,894

2014 575,000 — — 1,400,005 886,291 11,923 2,873,219Devin B. McGranahan(5) 2016 86,961 — 1,000,064 2,200,009 179,339 11,508 3,477,881Group President,Billing and PaymentsGroupByron C. Vielehr(7) 2016 470,000 — 1,200,006 600,001 396,482 11,664 2,678,153Group President, 2015 470,000 — — 1,309,042 515,924 24,914 2,319,880Depository Institution 2014 470,000 200,000 — — 645,900 313,257 1,629,157Services Group

(1) Reflects the grant date fair value of theawards granted in the respective years underthe Incentive Plan. Information about theassumptions that we used to determine thefair value of equity awards is set forth in ourAnnual Report on Form 10-K in Note 6 to ourConsolidated Financial Statements for theyear ended December 31, 2016.

(2) The amounts shown in this column includethe grant date fair value of performance shareunits granted to Messrs. Yabuki($12,000,030), Ernst ($500,067) and Vielehr($600,003) in 2016 at the target award level,which reflects, as of the grant date, theprobable outcome of the performanceconditions. The value realized by each ofthem at the end of the three-yearperformance period will depend on thecompany’s achievement of internal revenuegrowth goals, subject to attaining a thresholdlevel of adjusted income from continuing

operations, over the three-year period and willrange from 0% to 200% of the target award.If the highest level of performance conditionsare met, the grant date fair value of theseawards would be as follows: Mr. Yabuki -$24,000,060; Mr. Ernst - $1,000,134; andMr. Vielehr - $1,200,006.

(3) These cash incentive payments were madepursuant to the Incentive Plan. These awardswere earned in the year listed and paid in thefollowing year.

(4) The amounts shown in this column includecompany matching under our 401(k) savingsplan; company-paid premiums for insurance;participation in our executive physicalprogram; and if applicable, companycontributions to a health savings account. For2016, the amount shown for Messrs. Hauand McGranahan also includesreimbursement for relocation-related


expenses pursuant to the terms of hisrespective agreement. The amount ofMr. Hau’s reimbursed relocation-relatedexpenses in 2016 was $138,177.

(5) Messrs. Hau and McGranahan joined Fiserv onMarch 14, 2016 and October 31, 2016,respectively. For 2016, Mr. Hau’s andMr. McGranahan’s base salaries were paid atan annualized rate of $625,000 and $510,000,respectively. The amount shown for each ofthem reflects the actual amount of base salarypaid to him during 2016. We granted restrictedstock units and options to Mr. Hau onMarch 14, 2016 and to Mr. McGranahan onOctober 31, 2016 pursuant to their respectiveagreements. The grants were intended toimmediately and strongly align Messrs. Hau’sand McGranahan’s interests with those of ourshareholders and, in part, recognize that eachof them was forfeiting significant benefits uponleaving his prior employer. On April 15, 2016,Mr. Hau also received a $500,000 cashpayment pursuant to the terms of hisagreement to compensate him for benefits heforfeited upon leaving his prior employer. Inaddition, Mr. McGranahan’s non-equityincentive plan award for 2016 was pro-ratedbased on his period of service during the year.

(6) Mr. Hirsch served as our chief financial officerand treasurer until March 14, 2016 andremained with the company until March 31,2017 with a reduced scope of responsibilities.The amount shown in the salary columnreflects the actual amount of base salary paidto him during 2016.

(7) Mr. Vielehr joined Fiserv on December 1, 2013.On March 15, 2014, Mr. Vielehr received a$200,000 cash payment pursuant to the termsof his employment agreement to compensatehim for the benefits which he forfeited uponleaving his prior employer.

The material terms of the company’s agreementswith Messrs. Yabuki, Hau, Ernst, McGranahan andVielehr are set forth above under the heading“Compensation Discussion and Analysis –Employment and Other Agreements with ExecutiveOfficers.” Mr. Hirsch did not have an employmentagreement with the company.


Grants of Plan-Based Awards in 2016

Name Grant Date

Estimated Future Payouts UnderNon-Equity Incentive PlanAwards(1)

Estimated Future Payouts UnderEquity Incentive Plan Awards(2)

All OtherStockAwards:Number ofShares ofStock orUnits(#)(3)

All OtherOptionAwards:Number ofSecuritiesUnderlyingOptions(#)(3)

Exerciseor BasePrice ofOptionAwards($/Sh)

GrantDate FairValue ofStock andOptionAwards($)(4)

Threshold($)

Target($)

Maximum($)

Threshold(#)

Target(#)

Maximum(#)

J. Yabuki 739,200 1,470,000 2,940,000

02/19/2016 27,730 2,680,105

02/19/2016 137,888 96.65 4,320,031

03/29/2016 29,502 118,006 236,012 12,000,030

R. Hau 343,750 687,500 1,375,000

03/14/2016 25,404 2,500,008

03/14/2016 94,044 98.41 3,000,004

T. Hirsch 02/19/2016 7,114 687,568

02/19/2016 21,944 96.65 687,506

M. Ernst 408,000 810,000 1,620,000

02/19/2016 54,262 96.65 1,700,028

02/19/2016 1,294 5,174 10,348 500,067

D. McGranahan 295,800 587,000 1,174,000

10/31/2016 10,155 1,000,064

10/31/2016 68,901 98.48 2,200,009

B. Vielehr 258,500 517,000 1,034,000

02/19/2016 6,208 600,003

02/19/2016 19,151 96.65 600,001

02/19/2016 1,552 6,208 12,416 600,003

(1) Mr. McGranahan joined Fiserv on October 31,2016, and the threshold, target and maximumnon-equity incentive plan awards for him areprovided on an annualized basis. Mr.McGranahan’s actual non-equity incentive planaward for 2016 was pro-rated based on hisperiod of service during the year. Mr. Hirsch wasnot eligible for a non-equity incentive plan awardfor 2016 due to his retirement as our chieffinancial officer on March 14, 2016.

(2) We granted all of the performance share unitsreported above pursuant to the Incentive Plan.The performance share units have a three-yearperformance period. The number of sharesissued at vesting will be determined by thecompany’s achievement of internal revenuegrowth goals, subject to attaining a thresholdlevel of adjusted income from continuingoperations over the three-year period, and willrange from 0% to 200% of the target award.

(3) We granted all of the restricted stock units andstock options reported above pursuant to theIncentive Plan. Except in the case of Messrs.Hau and McGranahan, one-third of the restrictedstock units vest on each of the second, third andfourth anniversaries of the grant date, and one-third of the stock options vest on eachanniversary of the grant date. For Messrs.

Hau and McGranahan, one-half of therestricted stock units and one-half of thestock options vest on each of the third andfourth anniversaries of the grant date. Theoptions have an exercise price equal to theclosing price of our common stock on thegrant date and expire on the 10 yearanniversary of the grant date. As discussedunder “Compensation Discussion andAnalysis – 2016 Named Executive OfficerCompensation – Equity Incentive Awards,”the mix of stock options and restricted stockunits granted is determined by thecompensation committee based in part onthe recommendation of the chief executiveofficer and an understanding of individualpreference.

(4) The amounts in the table represent the grantdate fair value of the restricted stock unit andstock option awards and, in the case ofperformance share units, the grant date fairvalue at the target award level. Informationabout the assumptions that we used todetermine the grant date fair value of theawards is set forth in our Annual Report onForm 10-K in Note 6 to our ConsolidatedFinancial Statements for the year endedDecember 31, 2016.


Outstanding Equity Awards at December 31, 2016

Option Awards(1) Stock Awards(1)

Name

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

(#)

Option

Exercise

Price ($)

Option

Expiration

Date

Number of

Shares or

Units of

Stock that

Have Not

Vested (#)

Market

Value of

Shares or

Units of

Stock that

Have

Not Vested

($)(2)

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested (#)

Equity

Incentive

Plan

Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested ($)(2)

J. Yabuki 64,216(3) 6,824,876 118,006(4) 12,541,678

— 137,888(5) 96.65 02/19/2026

68,832 137,664(6) 79.05 02/18/2025

167,713 83,857(7) 56.97 02/19/2024

317,188 — 40.35 02/20/2023

241,350 — 32.64 02/22/2022

329,190 — 30.86 02/23/2021

388,826 — 23.85 02/24/2020

543,984 — 16.37 02/26/2019

51,652 — 27.11 02/27/2018

190,548 — 27.11 02/27/2018

R. Hau 25,404(8) 2,699,937 — —

— 94,044(9) 98.41 03/14/2026

T. Hirsch 30,846(10) 3,278,313 — —

— 21,944(5) 96.65 02/19/2026

11,146 22,292(6) 79.05 02/18/2025

23,084 11,543(7) 56.97 02/19/2024

M. Ernst 2,892(11) 307,362 5,174(4) 549,893

— 54,262(5) 96.65 02/19/2026

23,603 47,207(6) 79.05 02/18/2025

49,720 24,861(7) 56.97 02/19/2024

83,576 — 40.35 02/20/2023

90,506 — 32.64 02/22/2022

97,290 — 29.75 01/03/2021

D. McGranahan 10,155(12) 1,079,273 — —

— 68,901(13) 98.48 10/31/2026

B. Vielehr 24,410(14) 2,594,295 6,208(4) 659,786

— 19,151(5) 96.65 02/19/2026

17,047 34,094(6) 79.05 02/18/2025

77,928 38,964(15) 54.95 12/01/2023


(1) In December 2013, we completed a two-for-one split of our common stock. Accordingly, allamounts are presented on a split-adjustedbasis.

(2) The amounts in this column were calculated bymultiplying the closing market price of ourcommon stock on December 30, 2016 (the lastday that NASDAQ was open for trading duringour most recently completed fiscal year),$106.28, by the number of unvested shares orunits.

(3) Includes 5,431 restricted stock units thatvested February 18, 2017, 6,311 restrictedstock units that vested on February 19, 2017,and 7,570 restricted stock units that vested onFebruary 20, 2017. The remaining restrictedstock units will vest as follows: 5,431 onFebruary 18, 2018; 6,311 on February 19,2018; 9,243 on each of February 19, 2018 and2019; 5,432 on February 18, 2019; and 9,244on February 19, 2020.

(4) The performance share units are reported atthe target award level and have a three-yearperformance period.

(5) One-third of the options vest on eachanniversary of the grant date, February 19,2016.



(8) One-half of the restricted stock units will veston each of March 14, 2019 and 2020.

(9) One-half of the options vest on the third andfourth anniversaries of the grant date,March 14, 2016.

(10) Includes 3,584 restricted stock units thatvested on February 18, 2017, 3,803 restrictedstock units that vested on February 19, 2017,and 5,372 restricted stock units that vested onFebruary 20, 2017. The remaining restrictedstock units will vest as follows: 3,584 onFebruary 18, 2018; 3,804 on February 19,2018; 2,371 on each of February 19, 2018 and2019; 3,585 on February 18, 2019; and 2,372on February 19, 2020.

(11) All of the restricted stock units vested onFebruary 20, 2017.

(12) One-half of the restricted stock units will veston each of October 31, 2019 and 2020.

(13) One-half of the options vest on the third andfourth anniversaries of the grant date,October 31, 2016.

(14) The restricted stock units will vest as follows:18,202 on December 1, 2017; 2,069 on each ofFebruary 19, 2018 and 2019; and 2,070 onFebruary 19, 2020.

(15) One-third of the options vest on the second,third and fourth anniversaries of the grant date,December 1, 2013.


Option Exercises and Stock Vested During 2016

During our fiscal year ended December 31, 2016, the named executive officers exercised options topurchase shares of our common stock and/or had restricted stock units vest as set forth below.

Option Awards Stock Awards

Name

Number of Shares

Acquired on Exercise (#)

Value Realized

on Exercise ($)(1)

Number of Shares

Acquired on Vesting (#)Value Realizedon Vesting ($)(2)

J. Yabuki 248,784 16,680,967 38,985 3,799,785

R. Hau — — — —

T. Hirsch 181,502 11,896,807 15,303 1,486,820

M. Ernst — — 6,212 604,606

D. McGranahan — — — —

B. Vielehr — — 18,200 1,880,424

(1) The “Value Realized on Exercise” wascalculated in accordance with SEC rules bymultiplying the gross number of sharesacquired on exercise times the differencebetween the closing price of our commonstock on the exercise date and the exerciseprice of the option and, along with the“Number of Shares Acquired on Exercise,”does not take into account shares withheld bythe company to satisfy the exercise price andtax liability incident to the exercise of stockoptions.

(2) The “Value Realized on Vesting” wascalculated in accordance with SEC rules bymultiplying the gross number of sharesacquired on vesting times the closing price ofour common stock on the vesting date and,along with the “Number of Shares Acquired onVesting,” does not take into account shareswithheld by the company to satisfy the taxliability incident to the vesting of restrictedstock units.


Non-Qualified Deferred Compensation in 2016

The following table sets forth certain information for each of our named executive officers regarding non-qualified deferred compensation for the year ended December 31, 2016.

Name

Executive

Contributions in Last

Fiscal Year ($)(1)

Registrant

Contributions in

Last Fiscal Year ($)

Aggregate

Earnings in Last

Fiscal Year ($)

Aggregate

Withdrawals/

Distributions ($)

Aggregate

Balance at Last

Fiscal Year End ($)(2)

J. Yabuki — — — — —

R. Hau — — — — —

T. Hirsch — — — — —

M. Ernst 120,000 — 61,333 — 721,764

D. McGranahan — — — — —

B. Vielehr — — — — —

(1) The amounts shown in this column are alsoreported in the Summary Compensation Tablefor 2016.

(2) In addition to the contributions made in 2016,$558,146 of the amount included in thiscolumn for Mr. Ernst has been previouslyreported in the Summary Compensation Table.

Our non-qualified deferred compensation plan permits deferral of up to 100% of base salary, commissionsand/or any cash payment earned by a participant pursuant to one of our written incentive plans. Accounts arecredited with earnings based on each participant’s selection among investment choices that are similar tothose available under our 401(k) plan. Investment allocations may be changed monthly by the participant.

Participants wishing to participate in the plan must make a deferral election each year. At the time ofelection, the participant must also choose the time and form of distribution. The participant may elect to havedistributions begin on a specified date or following retirement. Distributions will also occur in connection withany other separation from service, or upon death or a change in control.


Potential Payments Upon Termination or Changein Control

In the discussion below, we describe potentialpayments to the named executive officers upontermination of employment or a change in control.The following descriptions are qualified in theirentirety by reference to the relevant agreements.The complete definitions of cause, good reason,disability and change in control are set forth in thenamed executive officers’ agreements with thecompany, all of which we have filed with theSecurities and Exchange Commission.

Terminology

“Cause” under the agreements generally refers tospecified types of serious misconduct that mayharm our company. In some cases, executiveofficers have “good reason” to terminate theiremployment if we change in a negative mannertheir working conditions or position within ourorganization or if we breach the terms of theagreements. “Disability” generally means physicalor mental illness that causes the executive officerto become disabled to a degree as to be unable toperform substantially all of his duties for acontinuous period of six months. The definitionsmay vary from agreement to agreement.Accordingly, the preceding summary description ofthe definitions is qualified by reference to theagreements themselves.

Employment Agreements

General

Our employment agreements with Messrs. Yabuki,Ernst and Vielehr provide for potential payments oncertain terminations of employment. As describedabove under “Compensation Discussion andAnalysis – Deductibility of Compensation,” theseagreements are designed to comply withSection 162(m) of the Internal Revenue Code. Inaddition, these agreements and our KEESAs allprovide that post-termination payments andbenefits are subject to a six-month delay in theevent that the executive officer is considered a“specified employee” within the meaning ofSection 409A of the Internal Revenue Code at thetime of a qualifying termination. The employment

agreements also contain provisions that requireeach of the named executive officers to maintainthe confidentiality of our confidential informationand proprietary data during and following hisemployment. In addition, each of Messrs. Yabuki,Ernst and Vielehr agrees that during hisemployment and for 12 months after termination ofemployment, he will not compete with us or solicitour clients or our employees. Under theemployment agreements, we have the ability torecover compensation previously paid to the namedexecutive officer if he breaches these obligations.

Terms of Employment Agreement with Mr. Yabuki

We have the right to terminate Mr. Yabuki’semployment at any time. Under his employmentagreement, as amended in 2016, if we terminateMr. Yabuki’s employment or fail to renew the termof his employment other than for death, disability orcause, or Mr. Yabuki terminates his employmentfor good reason, he is entitled to receive: (i) a lumpsum payment equal to five and one-half times hiscurrent annual base salary, (ii) full vesting of allequity awards, as well as the right to exercise stockoptions for not less than one year, following thedate of termination of his employment, but in noevent longer than ten years from the date of grant,or if earlier, the latest date the option could havebeen exercised had Mr. Yabuki remainedemployed, (iii) a lump sum payment equal to anycash incentive compensation that has beenallocated or awarded, but not paid, to him for anyperiod ending prior to his termination and(iv) reimbursement for COBRA or other healthinsurance premiums for up to two years followingthe date of his termination, or until Mr. Yabukiobtains health care coverage through subsequentemployment, whichever is earlier.

If Mr. Yabuki’s employment is terminated for deathor disability, he or his estate, as applicable, isentitled to receive full vesting of all equity and long-term awards and a lump sum payment equal to anycash incentive compensation that has beenallocated or awarded, but not paid, to him for anyperiod ending prior to his termination.

In 2016, we amended Mr. Yabuki’s employmentagreement and KEESA to eliminate the excise taxgross-up provisions in his agreements.


If the benefits to Mr. Yabuki under his employmentagreement are duplicative of or inconsistent withthe benefits provided under his equity awardagreements or KEESA, his employment agreementprovides that he will receive the most favorablebenefits (determined on a benefit-by-benefit basis)under his equity award agreements or KEESA, onthe one hand, or his employment agreement on theother hand.

Terms of Employment Agreements withMessrs. Ernst and Vielehr

We have the right to terminate their employment atany time. If we terminate Mr. Ernst’s employmentother than for death, disability or cause, or if heterminates his employment for good reason, he isentitled to receive a lump sum payment equal to1.8 times his then-current base salary. If weterminate Mr. Vielehr’s employment other than fordeath, disability or cause, he is entitled to receive:(i) a lump sum payment equal to 12 months ofsalary and (ii) accelerated vesting of certain equityawards granted to him pursuant to his employmentagreement determined by dividing each of the totalnumber of stock options and restricted stock unitsgranted upon employment by two and thensubtracting the number of stock options orrestricted stock units, as applicable, that havevested prior to termination.

Other Agreements

We have entered into agreements with each ofMessrs. Hau and McGranahan in connection withthe start of their employment with us. Upon atermination without cause, each of them willreceive 12 months of salary and accelerated vestingof all remaining unvested equity awards grantedupon the commencement of his employment.

Mr. Hirsch

Mr. Hirsch served as our chief financial officer untilMarch 14, 2016 and retired from our company onMarch 31, 2017. Mr. Hirsch did not have anemployment agreement with the company, andpursuant to his equity award agreements, subjectto compliance with ongoing non-competition,confidentiality and other obligations, all ofMr. Hirsch’s unvested stock options and restricted

stock unit awards will continue to vest on theiroriginal vesting schedule as if he had not retired,and vested stock options will remain exercisableuntil the earlier of five years following hisretirement or the original expiration date of thestock option. As of December 31, 2016,Mr. Hirsch’s unvested stock options and restrictedstock units had a value of $4,665,830.

Key Executive Employment and Severance

Agreements

General

Our Key Executive Employment and SeveranceAgreements (“KEESAs”) set forth the amounts andtypes of benefits that we believe will enable us tokeep our executive officers’ interests aligned withthose of our shareholders in the event of a changein control by allowing them to concentrate on takingactions that are in the best interests of ourshareholders without consideration of whether theiractions may ultimately have an effect on thesecurity of their employment. We also intend forthe benefits to recognize past contributions by theexecutive officers if they are asked to leave, and tohelp to prevent the departure of key managers inconnection with an anticipated or actual change incontrol. The KEESAs fulfill these purposes bygenerally providing for severance in the event of aqualifying termination following a change in controland vesting of outstanding equity awards upon achange in control.

We believe these agreements provide for anequitable financial transition for an executive officerwhen an adverse change in his or her employmentstatus is required as a result of certain unexpectedcorporate events. Because these agreements havebeen entered into for the specific purposesdescribed above, these arrangements do not affectthe decisions we make with respect to annual orlong-term compensation.

Benefits

Pursuant to the terms of the KEESAs, upon a changein control, all stock options and restricted stock unitsgranted prior to the change in control will becomefully and immediately vested. In addition, if weterminate them other than for death, disability or


cause, or they resign for good reason, within threeyears following a change in control, then our namedexecutive officers will be entitled to receive:

• a cash termination payment equal to two times thesum of (i) their annual salary plus (ii)

• their highest annual cash incentive award during thethree completed fiscal years before the change incontrol; or

• in the case of Messrs. Hau and McGranahan, becauseeach of them has not been employed by us for threeor more years, the greater of 60% of his annual salaryat the time of the change in control or the highestannual cash incentive award during the two completedfiscal years before the change in control;

• with respect to each incentive compensation award madeto the named executive officer for all uncompleted periodsas of the termination date, a cash payment equal to thevalue of such award prorated through the termination dateas if the goals with respect to such award had beenachieved (at the target level, if applicable), which we referto as the “prorated bonus;” and

• continuation for up to three years of life, disability,hospitalization, medical and dental insurance coverageat our expense as in effect at the termination, inaddition to certain other benefits related to securingother employment.

In the event their employment is terminated fordeath or disability within three years following achange in control, our named executive officers willbe entitled to receive the prorated bonus undertheir KEESAs. If, within three years following achange in control, we terminate the employment ofour named executive officers for any reason, orthey resign or retire, our named executive officers(or their heirs or estate, as applicable) will also beentitled to receive: any unpaid base salary throughthe termination date; reimbursement of businessexpenses incurred through the termination date;any compensation previously deferred by thenamed executive officer; and the sum of any bonusor incentive compensation allocated or awarded butnot yet paid.

The KEESAs also provide that if any portion of thebenefits under the KEESAs or any other agreementto which they are a party would constitute an“excess parachute payment” for purposes of theInternal Revenue Code, then they will have the

option to receive the total payments and pay the20% excise tax imposed by the Internal RevenueCode, or have the total payments reduced such thatthey would not be required to pay the excise tax.

Change in Control Defined

A “change in control” under the KEESAs generallywill occur if: any person becomes the beneficialowner of securities representing 20% or more ofour outstanding shares of common stock orcombined voting power; specified changes occur toour incumbent board of directors; our shareholdersapprove a merger, consolidation or share exchangewith any other corporation, or approve the issuanceof voting securities in connection with a merger,consolidation or share exchange; or ourshareholders approve a plan of complete liquidationor dissolution or an agreement for the sale ordisposition of all or substantially all of our assets.

Non-Compete

Each named executive officer with a KEESA agreesthat he will not, for a period of six months after thetermination date, participate in the management of,be employed by or own any business enterprise ata location within the United States that substantiallycompetes with us or our subsidiaries. In addition,during and following his employment, he will holdin confidence, and not directly or indirectly disclose,use or copy, our confidential information andproprietary data. Finally, he agrees that for a periodof two years after the termination date, he will nothire or solicit for employment any person who is orwas employed by us during the twelve monthspreceding his termination.

Equity Awards

Equity award agreements under the Incentive Planprovide that, on a recipient’s death or disability,100% of any then unexercisable stock options willbecome exercisable by the recipient until the earlierof one year following the triggering event or thestock option expiration date. In addition, therestricted stock unit and performance share unitagreements generally provide for pro rata vesting inthe event of death or disability; provided that, withrespect to performance share units, shares will notbe issued until the end of the performance periodbased on the number of months of service duringthe performance period.


Except in the case of the award agreements forperformance share units granted in 2016, the equityaward agreements also provide that, following aqualified retirement and subject to compliance withongoing non-competition, confidentiality and otherobligations, all unvested stock option and restrictedstock unit awards held by an executive officer willcontinue to vest on their original vesting scheduleas if the executive officer had not ceased to be anemployee, and vested stock options will remainexercisable until the earlier of five years followingretirement or the original expiration date of thestock option.

The equity award agreements require our namedexecutive officers to maintain the confidentiality ofour confidential information and not to competewith us or solicit our employees or clients whileemployed by us or during the 12 months followingthe termination of their employment. In the eventthe named executive officer breaches theseobligations, we are entitled to recover the value ofany amounts previously paid or payable or anyshares or the value of any shares deliveredpursuant to any of our programs, plans orarrangements.

Upon a change in control, the Incentive Planprovides that if a named executive officer has anemployment, retention, change in control or similaragreement that addresses the effect of a change incontrol on his or her awards, then such agreementwill control. Otherwise, the Incentive Plan providesthat the successor or purchaser may assume thestock option and restricted stock unit awards orprovide substitute awards with similar terms andconditions; provided, that, if within 12 monthsfollowing the change in control the namedexecutive officer is terminated without cause orterminates his employment for good reason, theassumed equity award or such substitute awardwill become fully vested and exercisable and/or allrestrictions on the award will lapse as of the timeimmediately prior to such termination ofemployment. In that case, the named executiveofficer will have 90 days after the termination toexercise an option award unless a longer exerciseperiod is applicable under the agreement, and theconfidentiality, non-compete and non-solicitcovenants in the equity award agreement willcease to apply. If the successor or purchaser does

not assume the stock option and restricted stockunit awards or issue replacement awards, thenimmediately prior to the change in control, eachstock option and restricted stock unit award subjectto the agreements will become fully vested andexercisable and/or all restrictions on the award willlapse.

The award agreements for performance share unitsprovide that, upon a change in control prior to theend of the performance period, the namedexecutive officer will be paid cash in an amountequal to the fair market value (as of the date of thechange in control) of such number of shares eligiblefor issuance at 150% of the target award level.Thereafter, the award will terminate.

Cash Incentive Awards

Our Incentive Plan provides that, upon a change incontrol, the successor or purchaser may assumethe cash incentive awards to our named executiveofficers or provide substitute awards with similarterms and conditions. If the successor or purchaserin the change in control does not assume the cashincentive award or issue a replacement award, thenany award earned but not yet paid will be paid tothe named executive officer. If the cash incentiveaward is not yet earned, then the award will becanceled in exchange for a cash payment equal tothe product of the amount that would have beendue under the canceled award as if theperformance goals measured at the time of thechange in control were achieved at the same ratethrough the end of the performance period and afraction, the numerator of which is the number ofwhole months that have elapsed from thebeginning of the performance period to the date ofthe change in control and the denominator of whichis the number of whole months in the performanceperiod.

Estimated Potential Payments

In the tables below, we estimate the maximumamount of compensation payable to each of ournamed executive officers based on theiragreements in effect at, and assuming that thetriggering event or events indicated occurred on,December 31, 2016. The amounts shown in thetables below rely on the following assumptions:


• The amount shown in the table with respect to stockoptions is equal to the difference between the exerciseprice of the unvested options which would experienceaccelerated vesting and $106.28, the closing price ofour common stock on the last trading day of thecalendar year.

• The amount shown in the table with respect torestricted stock units and performance share units isequal to the closing price of our common stock on thelast trading day of the calendar year times the numberof unvested restricted stock units or performanceshare units which would experience acceleratedvesting.

• Except in the case of Mr. Yabuki, upon death ordisability, performance share units vest after the end ofthe performance period on a pro rata basis dependingon the number of months of service completed duringthe relevant performance period, and we assume thatperformance goals will be achieved at the target level.

• In the case of Mr. Yabuki, we assume that, upon deathor disability or a termination without cause orresignation for good reason, his performance shareunits will fully vest after the end of the performanceperiod at the target level.

• The prorated bonus amounts reflect the namedexecutive officer’s target cash incentive award for 2016because we assume that the triggering event or eventsindicated occurred on December 31, 2016. In the caseof Mr. McGranahan, we have included a pro ratedamount that reflects his period of service fromOctober 31, 2016 to December 31, 2016.

• In the case of Mr. McGranahan, the amount shown as“Sign-On Bonus” represents a $500,000 cash bonushe is entitled to receive pursuant to his agreement withthe company and payable in two equal installments 90days and 12 months following his commencementdate of October 31, 2016.

• The amount shown in the “Retirement (Equity AwardAgreements)” column assumes that the namedexecutive officer who was retirement-eligible atDecember 31, 2016 fulfills all retirement qualificationsand complies with all ongoing obligations so that allunvested stock option and restricted stock unit awardsheld by him as of December 31, 2016 continue to veston their original vesting schedule as if the executiveofficer had not ceased to be an employee.

• The amount shown for “Post-Employment Benefits”on a termination without cause or resignation for goodreason following a change in control is the value ofthree years of continued benefits for the namedexecutive officer and his immediate family, includingmedical, dental and life insurance. The amount shownfor “COBRA Reimbursement” in the case ofMr. Yabuki is the value of two years of continuedmedical and dental coverage for Mr. Yabuki and hisimmediate family. The value of the benefits is based ona number of assumptions, including the continuedavailability of these types of coverage at expectedrates. Accordingly, the amount shown is only anestimate, and the actual amount payable by us may begreater or less than the amount shown.

• In accordance with the terms of the KEESAs, the amountshown for outplacement services is 10% of theexecutive officers’ respective base salaries for 2016.Pursuant to their agreements, Messrs. Hau andMcGranahan would also receive up to one year ofoutplacement services upon a termination without cause.

• The executive officers’ KEESAs provide that the namedexecutive officers are entitled to receivereimbursement for certain fees and expenses, up to$15,000, paid to consultants and legal or accountingadvisors in connection with the computation ofbenefits under the KEESAs.

• In certain circumstances, our named executive officerscould elect to have payments reduced to eliminatepotential excise taxes; however, for purposes of thetables below, we have assumed that no such electionhas been made.


Potential Payment on a Change in Control without Termination of Employment; Acceleration of Vesting

Name

Number of Option

Shares Vested on

Accelerated

Basis (#)

Number of Restricted

Stock Units Vested on

Accelerated Basis (#)

Number of Performance

Share Units Vested on

Accelerated Basis at

150% of Target

Level (#) Value Realized ($)

J. Yabuki 359,409 64,216 177,009 34,848,834

R. Hau 94,044 25,404 — 3,440,063

M. Ernst 126,330 2,892 7,761 4,166,087

D. McGranahan 68,901 10,155 — 1,616,701

B. Vielehr 92,209 24,410 9,312 6,696,800


Potential Payment on a Termination of Employment

Mr. Yabuki

Benefits and Payments

Death or

Disability

Prior to

Change in

Control

(Employment

Agreement)

Retirement

(Equity Award

Agreements)

Resignation For

Good Reason or

Termination

Without Cause

(Employment

Agreement)

Death or Disability

Following Change in

Control (KEESA/

Equity Award

Agreement)

Resignation For Good

Reason or

Termination Without

Cause Following

Change in Control

(KEESA/Equity

Award Agreement)

Compensation:

Base Salary — — $ 4,620,000 — $ 1,680,000

Cash Incentive Award — — — — 3,325,760

Prorated Bonus $ 1,470,000 — 1,470,000 $ 1,470,000 1,470,000

Stock Options:

Unvested 9,211,441 $ 9,211,441 9,211,441 9,211,441 9,211,441

Restricted Stock Units:

Unvested 6,824,876 6,824,876 6,824,876 6,824,876 6,824,876

Performance Share Units:

Unvested 12,541,678 — 12,541,678 18,812,517 18,812,517

Benefits:

COBRA Reimbursement — — 12,703 — —

Post-Employment Benefits — — — — 102,724

Outplacement Services — — — — 84,000

Advisor Fees — — — — 15,000

Total $30,047,995 $16,036,317 $34,680,698 $36,318,834 $41,526,318

Mr. Hau


Death or Disability

Prior to Change in

Control (Equity Award

Agreements)

Termination Without

Cause (Employment

Agreement)

Death or Disability

Following Change in

Control (KEESA)


Reason or Termination

Without Cause Following

Change in Control (KEESA)

Compensation:

Base Salary — $ 625,000 — $1,250,000

Cash Incentive Award — — — 750,000

Prorated Bonus — — $ 687,500 687,500

Stock Options:

Unvested $740,126 740,126 740,126 740,126


Unvested — 2,699,937 2,699,937 2,699,937

Benefits:

Post-Employment Benefits — — — 118,983

Outplacement Services — 3,950 — 62,500

Advisor Fees — — — 15,000

Total $740,126 $4,069,013 $4,127,563 $6,324,046



Mr. Ernst


Death or

Disability

Prior to

Change in

Control

(Equity Award

Agreements)

Retirement

(Equity Award

Agreements)

Resignation For

Good Reason or

Termination

Without Cause

(Employment

Agreement)

Death or Disability

Following Change in

Control (KEESA/

Equity Award

Agreement)


Reason or

Termination Without

Cause Following

Change in Control

(KEESA/Equity

Award Agreement)

Compensation:

Base Salary — — $1,080,000 — $1,200,000

Cash Incentive Award — — — — 1,772,582

Prorated Bonus — — — $ 810,000 810,000

Stock Options:

Unvested $3,033,886 $3,033,886 — 3,033,886 3,033,886


Unvested 76,840 307,362 — 307,362 307,362


Unvested 183,333 — — 824,839 824,839

Benefits:

Post-Employment Benefits — — — — 150,340

Outplacement Services — — — — 60,000

Advisor Fees — — — — 15,000

Total $3,294,059 $3,341,248 $1,080,000 $4,976,087 $8,174,009

Mr. McGranahan


Death or Disability

Prior to Change in


Agreements)

Termination Without

Cause (Employment

Agreement)

Death or Disability

Following Change in

Control (KEESA)




Change in Control (KEESA)

Compensation:

Base Salary — $ 510,000 — $1,020,000

Cash Incentive Award — — — 612,000

Prorated Bonus — — $ 97,833 97,833

Sign-On Bonus $ 500,000 500,000 500,000 500,000

Stock Options:

Unvested 537,428 537,428 537,428 537,428


Unvested — 1,079,273 1,079,273 1,079,273

Benefits:


Outplacement Services — 3,950 — 51,000


Total $1,037,428 $2,630,651 $2,214,534 $4,013,400



Mr. Vielehr


Death or Disability

Prior to Change in


Agreements)

Termination Without

Cause (Employment

Agreement)

Death or Disability

Following Change in

Control (KEESA/Equity

Award Agreement)




Change in Control

(KEESA/Equity

Award Agreement)

Compensation:

Base Salary — $470,000 — $ 940,000

Cash Incentive Award — — — 1,291,800

Prorated Bonus — — $ 517,000 517,000

Stock Options:

Unvested $3,112,826 — 3,112,826 3,112,826


Unvested 967,361 — 2,594,295 2,594,295


Unvested 220,000 — 989,679 989,679

Benefits:


Outplacement Services — — — 47,000


Total $4,300,187 $470,000 $7,213,800 $9,655,034


Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Exchange Act requires our directors and executive officers and persons who own morethan ten percent of a registered class of our equity securities to file with the Securities and ExchangeCommission initial reports of ownership and reports of changes in ownership of our common stock and otherequity securities. These Section 16 reporting persons are required by Securities and Exchange Commissionregulations to furnish us with copies of all Section 16 forms they file. To our knowledge, based solely on areview of the copies of such reports furnished to us and written representations from Section 16 reportingpersons, we believe that, during our fiscal year ended December 31, 2016, all Section 16 reporting personscomplied with all applicable filing requirements.


Proposal 3. Advisory Vote on Frequency of Shareholder Advisory Voteon Executive Compensation

Background

We are conducting a non-binding, advisory vote onthe frequency of holding a shareholder advisoryvote on the compensation of our named executiveofficers in accordance with Section 14A of theExchange Act. We are providing shareholders theoption of selecting a frequency of every one, two orthree years. You may vote for any of these options,or abstain on the matter. We are required bySection 14A of the Exchange Act to seek thisadvisory vote every six years. We last submitted avote on this matter to our shareholders in 2011,when, in keeping with the recommendation of ourboard, our shareholders expressed a preferencethat an advisory vote be held on an annual basis.

Proposed Resolution

You may cast your vote on your preferredfrequency of holding an advisory vote when youvote in response to the resolution set forth below.

“RESOLVED, that the shareholders herebyapprove, on an advisory basis, that the companyhold a shareholder advisory vote to approve thecompensation of the named executive officers asdisclosed pursuant to Item 402 of Regulation S-Kevery one year, two years or three years, asdetermined by the alternative that receives thehighest number of votes cast for it.”

After careful consideration of this proposal, ourboard of directors has determined that an advisoryvote on executive compensation that occurs everyyear is the most appropriate alternative for Fiserv.Therefore, our board of directors recommends thatyou vote for holding an advisory vote on thecompensation of our named executive officersevery year. Shareholders should understand thatthey are not voting “for” or “against” therecommendation of the board, but instead have thechoice to vote for holding future advisory votes oncompensation every one, two or three years, or toabstain from voting.

Our board of directors continues to believe that anexecutive compensation program should drivecreation of shareholder value over the long-term.Although not all compensation programs can beadequately evaluated on an annual basis, the boardcurrently believes that receiving advisory input fromour shareholders each year will be most effective toenable it to receive timely, direct input on ourcompensation philosophy, policies and practices.

Vote Required and Recommendation ofthe Board of Directors

The alternative receiving the greatest number ofvotes – every one, two or three years – will be thefrequency that shareholders approve on an advisorybasis for holding an advisory vote on thecompensation of our named executive officers.Unless otherwise specified, the proxies solicitedhereby will be voted in favor of holding an advisoryvote on the compensation of our named executiveofficers every year.

Because the vote is advisory, it will not be bindingupon the board or the compensation committee,and neither the board nor the compensationcommittee will be required to take any action as aresult of the outcome of the vote on this proposal.Although the outcome of this vote is advisory, thecompensation committee and board will carefullyconsider the outcome of the vote whendetermining how often shareholders will have anopportunity to vote on the compensation of ournamed executive officers.


vote “1 YEAR” on Proposal 3.


Proposal 4. Ratification of the Appointment of Independent RegisteredPublic Accounting Firm

BackgroundThe audit committee of the board of directors isdirectly responsible for the appointment,compensation, retention and oversight of ourindependent registered public accounting firm. Theaudit committee has appointed Deloitte & ToucheLLP (“Deloitte”) to serve as our independentregistered public accounting firm for the fiscal yearending December 31, 2017. Deloitte has served asour independent public accounting firm since 1986.The audit committee periodically evaluates theperformance and independence of Deloitte todetermine whether we should continue to retainthe firm. To this end, at least annually,Deloitte makes a presentation to the committeeregarding the services it provides, and our chieffinancial officer provides the committee with hisassessment of the firm’s performance. The auditcommittee is responsible for the audit feenegotiations associated with the retention ofDeloitte. In addition, in conjunction with themandated rotation of Deloitte’s lead engagementpartner, the audit committee and its chairmanactively participate in the selection of a successorlead engagement partner. The members of theaudit committee and the board believe that thecontinued retention of Deloitte to serve as ourindependent registered public accounting firm is inthe best interests of the company and itsshareholders.

A representative of Deloitte is expected to bepresent at the annual meeting, will have anopportunity to make a statement if he or she sodesires, and will be available to respond toappropriate questions.

Reason for the Proposal

Appointment of our independent registered publicaccounting firm is not required to be submitted forshareholder approval, but the audit committee ofour board of directors is seeking ratification of itsappointment of Deloitte as a matter of goodcorporate practice. If our shareholders do not ratifythis appointment, the audit committee of the boardof directors will consider it a direction to seek toretain another independent public accounting firm.Even if the appointment is ratified, the auditcommittee may, in its discretion, appoint a differentindependent registered public accounting firm atany time if it determines that such a change wouldbe in our shareholders’ best interests.


To ratify the appointment of Deloitte as ourindependent registered public accounting firm, thenumber of votes cast “for” the proposal mustexceed the number of votes cast “against” theproposal. Unless otherwise specified, the proxiessolicited hereby will be voted to ratify theappointment of Deloitte as our independentregistered public accounting firm for 2017.


vote “FOR” Proposal 4.


Independent Registered Public AccountingFirm and Fees

The following table presents the aggregate feesbilled by Deloitte & Touche LLP, the member firmsof Deloitte Touche Tohmatsu Limited, and theirrespective affiliates (the “Deloitte Entities”) forservices provided during 2016 and 2015.

2016 2015

Audit Fees $2,827,000 $2,818,000

Audit-Related Fees 3,472,000 3,413,000

Tax Fees 848,000 699,000

All Other Fees 87,000 247,000

Total $7,234,000 $7,177,000

Audit Fees. Audit fees are for professional servicesrendered by the Deloitte Entities in connection withthe integrated audit of our annual consolidatedfinancial statements, the review of financialstatements included in our quarterly reports onForm 10-Q, other statutory audits and otherregulatory filings.

Audit-Related Fees. Audit-related fees are forprofessional services rendered by the DeloitteEntities for service auditor reports.

Tax Fees. Tax fees are for tax consultations and taxreturn preparation and compliance.

All Other Fees. All other fees are for consulting andtraining services.

Audit Committee Pre-Approval Policy

The audit committee has established pre-approvalpolicies and procedures that require auditcommittee approval of all audit and permitted non-audit services to be provided by its independentregistered public accounting firm. For certain typesof services, the audit committee pre-approves theparticular services, subject to certain monetarylimits, after the audit committee is presented with aschedule describing the services to be approved.The audit committee’s pre-approval policies do notpermit the delegation of the audit committee’sresponsibilities to management. In 2016, the auditcommittee pre-approved all services provided byour independent registered public accounting firm.

Audit Committee Report

In accordance with its written charter, the auditcommittee provides independent review andoversight of the accounting and financial reportingprocesses and financial statements of Fiserv, Inc.,the system of internal controls that managementand the board of directors have established, the auditprocess and the results of operations of Fiserv, Inc.and its financial condition. Management has theresponsibility for preparing the company’s financialstatements and Deloitte & Touche LLP (“Deloitte”),the company’s independent registered publicaccounting firm, has the responsibility for examiningthose statements.

The audit committee has reviewed and discussedwith management and Deloitte the audited financialstatements of Fiserv, Inc. for the fiscal year endedDecember 31, 2016. The audit committee has alsodiscussed with Deloitte the matters required to bediscussed by the standards of the Public CompanyAccounting Oversight Board. The audit committeehas received the written disclosures and letter fromDeloitte required by the Public Company AccountingOversight Board regarding the independentregistered public accounting firm’s communicationswith the audit committee concerning independenceand has discussed with Deloitte its independence.The audit committee has pre-approved all servicesprovided and fees charged by the independentregistered public accounting firm to Fiserv, Inc. andhas concluded that such services are compatiblewith Deloitte’s independence.

The audit committee also discussed withmanagement, the internal auditors and Deloitte thequality and adequacy of the internal controls andinternal audit organization, responsibilities, budgetand staffing of Fiserv, Inc. The audit committeereviewed with both Deloitte and the internal auditorstheir respective audit plans, audit scope andidentification of audit risks. Based on the above-mentioned reviews and discussions, the auditcommittee recommended to the board of directorsthat the audited financial statements of Fiserv, Inc.be included in its Annual Report on Form 10-K for thefiscal year ended December 31, 2016, for filing withthe Securities and Exchange Commission.

Thomas C. Wertheimer, ChairmanAlison DavisJohn Y. KimDenis J. O’LearyJD Sherman


Proposal 5. Shareholder Proposal

The following proposal was submitted by an individual shareholder and will be voted on at the annualmeeting if it is properly presented. The board of directors recommends you vote AGAINST the proposal

because Fiserv has already implemented a proxy access by-law consistent with market practices and

asks you to read its Statement in Opposition which follows the proposal. The shareholder’s name,address and number of shares of common stock held may be obtained upon written request to our corporateSecretary.

The following proposal has been included exactly as we received it in accordance with the rules of theSecurities and Exchange Commission:

Proposal 5 - Shareholder Proxy Access Reform

Shareholders request that our board of directors take the steps necessary to enable at least 50 shareholdersto aggregate their shares to equal 3% of our stock owned continuously for 3-years in order to make use ofshareholder proxy access.

Even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the 3%criteria for a continuous 3-years at most companies examined by the Council of Institutional Investors.Additionally many of the largest investors of major companies are routinely passive investors who would beunlikely to be part of the proxy access shareholder aggregation process.

Under this proposal it is unlikely that the number of shareholders who participate in the aggregation processwould reach an unwieldy number due to the rigorous rules our management adopted for a shareholder toqualify as one of the aggregation participants. Plus it is easy for our management to screen aggregatingshareholders because management simply needs to find one item lacking from a list of typical proxy accessrequirements.

This proposal is more important to our company than most other companies because we do not have theright to confidential voting. Our management can see how we are voting and try to twist our arm to vote theopposite. On the other hand if our management adopts this proxy access reform proposal it will be a signthat our management values shareholder input.

Please vote to enhance shareholder value:Shareholder Proxy Access Reform - Proposal 5


Fiserv’s Statement in Opposition

The board of directors has carefully considered

this proposal and recommends that you vote

AGAINST it. As we discuss below, in 2016, weimplemented proxy access for director nominationsby our shareholders on terms consistent withmarket practices. Accordingly, our board believesno further action is needed and that the change toproxy access that the shareholder proposal seeks isnot in the best interests of our company or ourshareholders.

On February 19, 2016, our board of directorsamended our by-laws to implement proxy access inthe form that it believes is most appropriate for ourcompany and our shareholders and is consistentwith current market practices.

Under our proxy access by-law, any shareholder orgroup of up to 20 shareholders that beneficiallyowns at least 3% of our outstanding common stockcontinuously for 3 years may nominate up to thegreater of two individuals or 20% of the board ofdirectors for election to the board and require us toinclude such nominees in our proxy materials. Acopy of the by-laws, as amended, was attached asan exhibit to our Annual Report on Form 10-K filedwith the Securities and Exchange Commission onFebruary 19, 2016.

The shareholder proposal seeks to increase thenumber of shareholders who may aggregate theirholdings to reach the 3% minimum ownershiprequirement (an “aggregation limit”). Anaggregation limit is designed to ensure that allshareholders have a fair and reasonable opportunityto nominate director candidates by forming groupswith other shareholders who own fewer than theminimum required shares while also minimizing theburden on the company in reviewing and verifyingthe information and representations that eachmember of a shareholder group must provide toestablish the group’s eligibility. Our aggregationlimit achieves these dual objectives by assuring thatany shareholder may form a group owning morethan 3% of the common stock by combining withother shareholders, while not imposing the cost ofprocessing nominations from a large group ofshareholders on us and our other shareholders.

Before the board of directors adopted our proxyaccess by-law, we engaged with a number of ourshareholders on the subject of proxy access andthey provided valuable feedback, includingregarding what terms they view as appropriate forour company. In no case did any shareholder objectto or suggest a revision of the 20-shareholderaggregation limit. A 20-shareholder aggregationlimit has been included by the substantial majorityof companies adopting proxy access and is notinconsistent with institutional shareholders’ votingpolicies. In light of this, the board of directorsconcluded that the 20-shareholder aggregation limitappropriately balanced our interests in providing aworkable proxy access by-law that is accessible byall shareholders, promoting efficiency and keepingcosts low.

Our board has a strong record of being responsiveto shareholder concerns. We regularly engage withand solicit the views of our shareholders ongovernance matters and will continue to do so. Forthese reasons, our board of directors believes thatour company’s current shareholder proxy accessright is in the best interests of our shareholders andthat the approach in the shareholder proposal is notappropriate for our company.


The number of votes cast “for” the proposal mustexceed the number of votes cast “against” theproposal for it to gain approval. Unless otherwisespecified, the proxies solicited hereby will be votedagainst the shareholder proposal.


vote “AGAINST” Proposal 5.


Other Matters

Shareholder Proposals for the2018 Annual Meeting

Any proposal that a shareholder desires to includein our proxy materials for our 2018 annual meetingof shareholders pursuant to Rule 14a-8 under theExchange Act (“Rule 14a-8”) must be delivered nolater than December 12, 2017 to the followingaddress: 255 Fiserv Drive, Brookfield, Wisconsin53045, Attention: Lynn S. McCreary, Chief LegalOfficer and Secretary.

In 2016, we amended our by-laws to include aproxy access provision. Under our by-laws,shareholders who meet the requirements set forthin our by-laws may under certain circumstancesinclude a specified number of director nominees inour proxy materials. Among other matters, ashareholder must give written notice to ourcorporate Secretary not less than 120 days and notmore than 150 days prior to the first anniversary ofthe date on which we first made available our proxymaterials for the 2017 annual meeting. Because wewill commence mailing our proxy statement for the2017 annual meeting on April 11, 2017, we mustreceive notice of a shareholder’s directornomination for the 2018 annual meeting pursuantto the proxy access by-law provision no sooner thanNovember 12, 2017 and no later thanDecember 12, 2017. If the notice is receivedoutside of that time frame, then we are notrequired to include the nominees in our proxymaterials for the 2018 annual meeting.

A shareholder who intends to present business,other than a shareholder proposal pursuant to Rule14a-8, or to nominate a director, other thanpursuant to our proxy access by-law provision, atthe 2018 annual meeting must comply with therequirements set forth in our by-laws. Among othermatters, a shareholder must give written notice toour corporate Secretary not less than 45 days andnot more than 70 days prior to the first anniversaryof the date on which we first mailed our proxymaterials for the 2017 annual meeting. Because wewill commence mailing our proxy statement for the2017 annual meeting on April 11, 2017, we mustreceive notice of a shareholder’s intent to presentbusiness, other than pursuant to Rule 14a-8, or tonominate a director, other than pursuant to ourproxy access by-law provision, at the 2018 annualmeeting no sooner than January 31, 2018, and no

later than February 25, 2018. If the notice isreceived outside of that time frame, then we arenot required to permit the business or thenomination to be presented at the 2018 annualmeeting. Nevertheless, if our board of directorspermits a matter of business submitted afterFebruary 25, 2018 to be presented at the 2018annual meeting, then the persons named in proxiessolicited by the board of directors for the 2018annual meeting may exercise discretionary votingpower with respect to such proposal.

Proxy Statement and Annual Report Delivery

Our Annual Report on Form 10-K for 2016 will bemade available or mailed to each shareholder on orabout April 11, 2017. We will furnish such report,without charge, to any person requesting a copythereof in writing and stating such person is abeneficial holder of shares of our common stock onthe record date for the 2017 annual meeting.Requests and inquiries should be sent to ourcorporate Secretary, Lynn S. McCreary, at theaddress below.

As permitted by rules of the Securities andExchange Commission, services that deliver ourcommunications to shareholders who hold theirstock through a bank, broker or other holder ofrecord may deliver a single copy of our Notice,annual report and proxy statement to multipleshareholders sharing the same address. Uponwritten or oral request, we will promptly deliver aseparate copy of our Notice, annual report and/orproxy statement to any shareholder at a sharedaddress to which a single copy of each documentwas delivered. Shareholders sharing an addresswho are currently receiving multiple copies of theNotice, annual report and/or proxy statement mayalso request delivery of a single copy. Shareholdersmay make a request by writing to Lynn S.McCreary, Chief Legal Officer and Secretary,Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin53045.

By Order of the Board of Directors

Lynn S. McCreary, SecretaryBrookfield, WisconsinApril 11, 2017


Appendix A

Non-GAAP Financial Measures

The company reports its financial results inaccordance with accounting principles generallyaccepted in the United States of America(“GAAP”). The company supplements its reportingof information determined in accordance withGAAP, such as revenue, earnings per share and netcash provided by operating activities, with“adjusted revenue,” “internal revenue growth,”“adjusted earnings per share” and “free cashflow.” Management believes that adjustments forcertain non-cash or other items and the exclusion ofcertain pass-through revenue and expensesenhance shareholders’ ability to evaluate thecompany’s performance as such measures provideadditional insights into the factors and trendsaffecting its business. The company excludes theseitems from GAAP revenue, earnings per share andnet cash provided by operating activities to moreclearly focus on the factors management believesare pertinent to its operations and the informationused to make operating decisions, including theallocation of resources to the company’s variousbusinesses. In this proxy statement, we alsodisclose performance goals related to cashincentive awards based on adjusted earnings pershare, internal revenue growth and consolidatednet operating profit, which is another non-GAAPfinancial measure. Set forth below is a descriptionof these terms:

• Adjusted earnings per share is calculated as earningsper share in accordance with GAAP, excludingacquisition and related integration costs, certain costsassociated with the achievement of the company’soperational effectiveness objectives, severance costs,amortization of acquisition-related intangible assets,and certain other non-operating gains and losses orunusual items.

• Internal revenue growth is measured as the increase inadjusted revenue for the current year excludingacquired revenue and revenue attributable todispositions, divided by adjusted revenue from the prioryear excluding revenue attributable to dispositions.Adjusted revenue is calculated as total revenue inaccordance with GAAP, excluding the impact ofpostage reimbursements in the company’s OutputSolutions business and including deferred revenuepurchase accounting adjustments. Business unit orgroup adjusted revenue is calculated in the samemanner using business unit or group revenue asapplicable.

• Free cash flow is calculated as net cash provided byoperating activities less capital expenditures, andexcludes tax-effected severance, merger andintegration payments; certain cash distributions fromStoneRiver Group, L.P. (“StoneRiver”), a joint venturein which the company owns a 49% interest; cash taxbenefits on early debt extinguishment; and other itemswhich management believes may not be indicative ofthe future free cash flow of the company.

• Consolidated net operating profit is calculated as totalrevenue minus total operating expenses, excludingshare-based compensation and the capitalization andamortization of internally developed software, and isadjusted for the items described in the calculation ofadjusted earnings per share. Business unit or group netoperating profit is calculated in the same manner usingbusiness unit or group revenue, expenses andadjustments as applicable.

These non-GAAP measures may not be comparableto similarly titled measures reported by othercompanies and should be considered in addition to,and not as a substitute for, revenue, earnings pershare, net cash provided by operating activities orany other amount determined in accordance withGAAP.


Below are reconciliations of adjusted earnings per share, internal revenue growth and free cash flow to themost directly comparable measures determined in accordance with GAAP:

2016 2015

GAAP earnings per share $4.15 $2.99Adjustments – net of income taxes:

Merger, integration and other costs(1) 0.17 0.10

Severance costs 0.04 0.06

Amortization of acquisition-related intangible assets 0.46 0.53

Debt extinguishment and refinancing costs — 0.25

StoneRiver and other investment activity(2) (0.39) (0.07)

Adjusted earnings per share $4.43 $3.87

Earnings per share is calculated using actual, unrounded amounts.

(1) Merger, integration and other costs includeacquisition and related integration costs in2016; certain costs associated with theachievement of the company’s operationaleffectiveness objectives, including expensesrelated to data center and real estateconsolidation activities; and a non-cashexpense in 2015 related to the modification ofcertain employee equity award agreements.

(2) Represents the company’s share of net gainson the sales of a business interest and asubsidiary business at StoneRiver, as well as anon-cash write-off of a $7 million investment in2016.

(in millions) 2016 2015

Revenue $5,505 $5,254

Output Solutions postage reimbursements (300) (313)

Deferred revenue purchase accounting adjustments 6 4

Adjusted revenue $5,211 $4,945

Internal revenue growth is measured as the increase in adjusted revenue for the current year excludingacquired revenue and revenue attributable to dispositions, divided by adjusted revenue from the prior yearexcluding revenue attributable to dispositions. 2016 acquired revenue was $89 million, and revenue in thecomparable prior year attributable to dispositions was $8 million.


(in millions) 2016 2015

Net cash provided by operating activities $1,431 $1,346

Capital expenditures(1) (290) (359)

Other adjustments(1)(2) (57) 19

Free cash flow $1,084 $1,006

(1) 2015 includes $70 million of capitalexpenditures, primarily leaseholdimprovements and furniture and equipmentrelated to the company’s Atlanta facilityconsolidation, of which $25 million is offset bylandlord reimbursements reported in net cashprovided by operating activities, and $45 millionof non-reimbursable building expenditures isincluded in “other adjustments.”

(2) Free cash flow excludes tax-effectedseverance, merger and integration payments;certain cash distributions from StoneRiver;cash tax benefits on early debt extinguishment;and other items which management believesmay not be indicative of the future free cashflow of the company. “Other adjustments”removes cash distributions, net of related taxpayments, from StoneRiver of $99 million and$20 million in 2016 and 2015, respectively.


brookfield, wisconsin 53045 - sec.gov · 255 fiserv drive brookfield, wisconsin 53045 april 11,...

Documents